COURT FILE NUMBER 1901-17453 COURT COURT OF QUEEN’S … · Calgary, AB Computershare $12,250,000...

COURT FILE NUMBER 1901-17453

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

APPLICANTS IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, RSC 1985, c C-36, AS AMENDED

AND IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, RSA 2000, c B-9, AS AMENDED

AND IN THE MATTER OF THE COMPROMISE OR ARRANGEMENT OF IEC LTD, AUDEAMUS CAPITAL CORP, AND THOSE OTHER APPLICANTS SET OUT ON THE ATTACHED SCHEDULE “A”

DOCUMENT AFFIDAVIT OF JEAN MONARDO on behalf of the SECURED LENDERS COMPUTERSHARE AND IMC (as defined below)

ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT

STIKEMAN ELLIOTT LLP Barristers and Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada Attention: Maria Konyukhova / Nicholas Avis Tel: 1 416 869 5230 / 1 416 869 5504 Email: [email protected] / [email protected] Fax: 1 416 947 0866 Lawyers for Computershare Trust Company of Canada (“Computershare”), as custodian, nominee and agent for Certificateholders of Institutional Mortgage Securities Canada Inc. Commercial Mortgage Pass-Through Certificates, Series 2012-2 and 2013-3, and as custodian, nominee and agent for Certificateholders of Merrill Lynch Financial Assets Inc., Series 2007 – Canada 21, and Institutional Mortgage Capital Canada Inc. in its capacity as general partner of IMC Limited Partnership (“IMC”) as custodian, nominee and agent for the investor(s)

Clerk’s Stamp

mailto:[email protected]

mailto:[email protected]

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AFFIDAVIT OF JEAN MONARDO

Sworn on December 19, 2019

I, Jean Monardo, of the City of Toronto, Province of Ontario, MAKE OATH AND SAY THAT:

1. I am the Principal Broker and Senior Vice President of Institutional Mortgage Capital

Canada Inc., general partner of IMC Limited Partnership, which operates as Institutional

Mortgage Capital (“IMC”). I am also the Senior Vice-President of Institutional Mortgage

Servicing Canada Inc., general partner of IMS Limited Partnership, which operates as

Institutional Mortgage Servicing (“IMS”). As such, I have personal knowledge of the facts

deposed to herein, except where stated to be based upon information and belief, in

which case I verily believe the same to be true.

2. IMS in its capacity as the primary servicer and/or sub-special servicer on behalf of

Midland Loan Services, a division of PNC Bank, National Association (“Midland”)

oversees five secured mortgages that were extended to five of the applicants (the

“Applicants”) in these proceedings commenced under the Companies’ Creditors

Arrangement Act (the “CCAA”, and such proceedings, the “CCAA Proceeding”) on

December 10, 2019.

3. Midland is the designated special servicer on behalf of Computershare Trust Company

of Canada (“Computershare”).

4. I am authorized to make this Affidavit on behalf of IMC and Computershare (collectively,

the “Lenders”). I make this Affidavit (i) in opposition to the continuation of the CCAA

Proceeding; and (ii) in support of the appointment of an interim receiver on an interim

and short term basis. The appointment of an interim receiver is to, among other things,

preserve the properties that are subject to the Lenders’ security; ensure that rents are

properly collected and not commingled with the Applicants’ other property; ensure that

the Mortgaged Properties (as that term is defined below) are maintained in a safe

manner; ensure that operating costs such as utilities and taxes are paid in full; and

minimize the prejudice to the Lenders from the Applicants’ insolvencies.

5. This Affidavit is made under severe time constraints. As such, the Lenders have not had

access to all of the necessary information required to make a full and informed Affidavit.

Accordingly, the Lenders may need to supplement this Affidavit at a later date.

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A. Overview

6. The Lenders have advanced secured first-ranking mortgage loans (the “Mortgage Loans”, or in the singular, a “Mortgage Loan”) to the following borrowers:

(a) 744 (2011) Capital Corp.;

(b) 550 Capital Corp.;

(c) 1445122 Alberta Ltd;

(d) Centre 1000 Capital Corp.; and

(e) Deerfoot Court (2011) Capital Corp.

(each a “Borrower” and together, the “Borrowers”).

7. The Borrowers are related but distinct and separate entities that are in the commercial

and residential real estate market in Calgary, Alberta. They are each part of the

“Strategic Group”, a national real estate enterprise headquartered in Calgary.

8. A copy of each of the registered Mortgage Loan agreements (the “Mortgages”, and

each a “Mortgage”) is attached hereto as Exhibit “A”. The basic facts related to each

Mortgage, and the specific property related to each Mortgage (the “Mortgaged Properties” and each a “Mortgaged Property”) are summarized in the following table:

Borrower Property Address Lender Principal Amount

Maturity Date

744 (2011) Capital Corp.

744 – 4th Ave SW, Calgary, AB

IMC $6,350,000 May 1, 2022

550 Capital Corp. 550 – 11th Ave SW, Calgary, AB

Computershare $20,500,000 September 1, 2020

1445122 Alberta Ltd. 1935 – 32nd Ave NE, Calgary, AB

Computershare $7,000,000 May 1, 2023

Centre 1000 Capital Corp.

1000 Centre St NE, Calgary, AB

Computershare $12,250,000 September 1, 2022

Deerfoot Court (2011) Capital Corp.

1144 – 29th Ave NE, Calgary, AB

Computershare $10,500,000 April 1, 2023

Total: $56,600,000

9. The Lenders are the lenders of record and are designated to hold registered and

documentary title to their respective Mortgage Loans. The Lenders hold the Mortgage

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Loans on behalf of, and with the same rights and benefits of, all persons having an

ownership interest in the Mortgage Loans.

10. The Lenders hold a first ranking general assignment of rents and leases with respect to

all rents and other income arising from the Mortgage Loans over which they are the

lender of record (the “General Assignment of Rents”). A copy of the General

Assignment of Rents for each Borrower is attached hereto as Exhibit “B”.

11. To secure the Borrowers’ obligations under the Mortgage Loans, the Lenders each hold

a first ranking security interest in all of their respective Borrowers’ personal property

pursuant to a general security agreement (each a “GSA”) with each of the Borrowers.

Copies of each of the GSAs are attached hereto as Exhibit “C”.

12. The Lenders have each registered their security interests with the Land Titles Office

(Alberta) and pursuant to the Personal Property Security Act (Alberta), as applicable.

B. The Borrowers

(i) 744 (2011) Capital Corp.

13. 744 (2011) Capital Corp. (“744 GP”) is the registered owner of the property municipally

described as 744 – 4th Ave SW, Calgary, AB (the “744 Capital Property”). 744 GP is

the general partner of 744 (2011) Limited Partnership (“744 LP”). 744 GP 744 LP is the

beneficial owner of the 744 Capital Property.

14. The 744 Capital Property is legally described as:

PLAN A1 BLOCK 13 LOTS 39 AND 40 EXCEPTING THEREOUT AS TO SURFACE ONLY A PORTION FOR ROAD WIDENING ON PLAN 8310002

15. The Mortgage registered by IMC against the 744 Capital Property (the “744 Mortgage”)

is first-ranking and is guaranteed pursuant to a Full Recourse Guarantee, dated

December 9, 2018, as granted by 744 LP, IEC Ltd. (“IEC”), and Riaz Mamdani, as

guarantors, to and in favour of IMC, as lender.

16. IMC has registered its security interests, granted pursuant to the 744 Mortgage, against

title to the 744 Capital Property.

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17. IMC has also registered its security interest, granted pursuant to a GSA, as granted by

744 GP and 744 LP by its sole general partner, 744 GP, to and in favour of IMC, against,

among others, 744 LP and 744 GP, in the Alberta Personal Property Registry.

(ii) 550 Capital Corp.

18. 550 Capital Corp. (“550 GP”) is the registered owner of the property municipally

described as 550 – 11th Ave SW, Calgary, AB (the “5/5 Property”). 550 GP is the

general partner of 550 Limited Partnership (“550 LP”). 550 LP is the beneficial owner of

an undivided 65% interest in the 5/5 Property. 550 GP holds title, as nominee, for the

corresponding Co-Owner HoldCo.

19. The 5/5 Property is legally described as:

PLAN A1 CALGARY BLOCK SIXTY NINE (69) LOTS THIRTY EIGHT (38), THIRTY NINE (39), FORTY (40) AND FORTY ONE (41) EXCEPTING THEREOUT A PORTION AS TO SURFACE ONLY FOR ROAD WIDENING ON PLAN 8310204

20. The Mortgage registered by Computershare against the 5/5 Property (the “550 Mortgage”) is first-ranking and is guaranteed pursuant to a Full Recourse Guarantee

dated November 24, 2006, as granted by Riaz Mamdani, as guarantor, to and in favour

of Computershare, as lender, limited to $10,000,000. A supplemental unlimited Full

Recourse Guarantee was granted by Riaz Mamdani dated September 28, 2017.

21. Computershare has registered its security interests, granted pursuant to the 550

Mortgage, against title to the 5/5 Property.

22. Computershare has also registered its security interests, granted pursuant to a GSA, (as

amended), as granted by 550 GP and 550 LP, by its general partner 550 GP, to and in

favour of Computershare, against 550 GP and 550 LP in the Alberta Personal Property

Registry.

(iii) 1445122 Alberta Ltd.

23. 1445122 Alberta Ltd. is the registered owner of the property municipally described as

1935 – 32nd Ave NE, Calgary, AB (the “Airways Property”). Airways Business Plaza

Limited Partnership (“Airways LP”) is the beneficial owner of the Airways Property.

Airways Business Plaza Capital Corp. is the general partner of Airways LP.

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24. The Airways Property is legally described as:

FIRSTLY: PLAN SOUTH AIRWAYS INDUSTRIAL PARK CALGARY 781007 BLOCK FIFTEEN (15) LOT ONE (1) EXCEPTING THE SOUTH EIGHTY EIGHT AND FOUR HUNDRED AND ONE THOUSANDTHS (88.401) METERS IN PERPENDICULAR WIDTH THROUGHOUT THE SAID LOT CONTAINING 0.846 HECTARES (2.09 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS SECONDLY: PLAN 8610719 BLOCK 15 LOT 7 EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 0.463 HECTARES (1.14 ACRES) MORE OR LESS

25. The Mortgage registered by Computershare against the Airways Property (the “Airways Mortgage”) is first-ranking and is guaranteed pursuant to a Full Recourse Guarantee

granted by IEC, Technology Bank Inc., Riaz Mamdani, Airways GP, Airways LP, and

Audeamus Capital Corp. (“Audeamus”), as guarantors, to and in favour of

Computershare, as lender.

26. Computershare has registered its security interests, granted pursuant to the Airways

Mortgage, against title to the Airways Property.

27. Computershare has also registered its security interest, granted pursuant to a GSA, as

granted by Airways LP and 1445122 Alberta Ltd. to and in favour of Computershare,

against Airways GP, Airways HoldCo, and Airways LP in the Alberta Personal Property

Registry.

(iv) Centre 1000 Capital Corp.

28. Centre 1000 Capital Corp. (“Centre 1000 GP”) is the registered owner of 1000 Centre

Street NE, Calgary, AB (the “Centre 1000 Property”). Centre 1000 GP is the general

partner of Centre 1000 Limited Partnership (“Centre 1000 LP”). Centre 1000 LP is the

beneficial owner of the Centre 1000 Property.

29. The Centre 1000 Property is legally described as:

PLAN 3946N BLOCK 24 LOTS 5 TO 10 INCLUSIVE

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30. The Mortgage registered by Computershare against the Centre 1000 Property (the

“Centre 1000 Mortgage”) is first-ranking and is guaranteed pursuant to a Full Recourse

Guarantee as granted by Riaz Mamdani, as guarantor, to and in favour of

Computershare.

31. Computershare has registered its security interest, granted pursuant to the Centre 1000

Mortgage, against title to the Centre 1000 Property.


granted by Centre 1000 GP, as general partner for and on behalf of Centre 1000 LP,

and Centre 1000 GP to and in favour of Computershare, against Centre 1000 GP and

Centre 1000 LP in the Alberta Personal Property Registry.

(v) Deerfoot Court (2011) Capital Corp.

33. Deerfoot Court (2011) Capital Corp. (“Deerfoot Court GP”) is the registered owner of

the property municipally described as 1144 – 29th Ave NE, Calgary, AB (the “Deerfoot Court Property”). Deerfoot Court GP is the general partner of Deerfoot Court (2011)

Limited Partnership (“Deerfoot Court LP”). Deerfoot Court LP is the beneficial owner of

the Deerfoot Court Property.

34. The Deerfoot Court Property is legally described as:

PLAN 8210117 BLOCK 13 LOT 20 EXCEPTING THEREOUT ALL MINES AND MINERALS

35. The Mortgage registered by Computershare against the Deerfoot Court Property (the

“Deerfoot Court Mortgage”) is first-ranking and is guaranteed pursuant to a Full

Recourse Guarantee, dated December 17, 2012, as granted by Riaz Mamdani,

Audeamus, and Deerfoot Court LP, as guarantors, to and in favour of Computershare,

as lender.

36. Computershare has registered its security interest, granted pursuant to the Deerfoot

Court Mortgage, against title to the Deerfoot Court Property.


granted by Deerfoot Court GP, as general partner for and on behalf of Deerfoot Court

LP, and Deerfoot Court GP to and in favour of Computershare, against Deerfoot Court

GP and Deerfoot Court LP in the Alberta Personal Property Registry.

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C. The CCAA Proceeding and the Borrowers’ Defaults

38. On December 10, 2019, the Borrowers, along with the other Applicants listed in

Schedule “A”, applied for and were granted an initial order under the CCAA (the “Initial Order”). All of the Applicants were part of the Strategic Group, but the Applicants did not

represent the entirety of the Strategic Group. The Initial Order stays all proceedings

against the Schedule “A” entities, including the Borrowers. IMC was not given advance

notice of the December 10, 2019 application.

39. All of the Mortgage Loans are in default. Pursuant to the Mortgages, a Borrower commits

an “Event of Default” if it fails to pay all or any portion of the Mortgage Loan when due.

The 550 Mortgage, Airways Mortgage, Centre 1000 Mortgage and Deerfoot Court

Mortgage, all of which have monthly payments, are in default due to a failure to make

monthly payments on December 1, 2019 (they were last paid on November 1, 2019).

The 744 Mortgage was properly paid on December 1, 2019, but based on the affidavit of

Riaz Mamdani, sworn December 10, 2019, I understand that this payment was

unintentional. A stop payment order was filed with respect to the 744 Mortgage payment,

but the order did not stop the payment as the Applicants expected.

40. All of the Borrowers are in default pursuant to the clause in each Mortgage that specifies

that it is an “Event of Default” to seek relief from creditors under any bankruptcy,

insolvency, reorganization, liquidation, moratorium, receivership or other similar laws

affecting or relating to creditor’s rights.

41. Certain Mortgage Loans are also in default due to their guarantors becoming insolvent:

(a) The 744 Mortgage is in default because IEC, a guarantor and an Applicant in the

CCAA Proceeding, obtained protection under the CCAA and is unable to meet its

obligations as they generally become due;

(b) The Airways Mortgage is in default because IEC and Audeamus, guarantors of

the Airways Mortgage and Applicants in the CCAA Proceeding, obtained

protection under the CCAA and are unable to meet their obligations as they

generally become due; and

(c) The Deerfoot Court Mortgage is in default because Audeamus, a guarantor and

an Applicant in the CCAA Proceeding, obtained protection under the CCAA and

is unable to meet its obligations as they generally become due.

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42. The amounts owing under each of the Mortgage Loans are detailed in the following

table:

Borrower Property Address

Lender of Record

Principal Amount

Amount Owing1

744 (2011) Capital Corp.


IMC $6,350,000 $6,372,703.42

550 Capital Corp.


Computershare $20,500,000 $8,778,166.65

1445122 Alberta Ltd.

1935 – 32nd Ave NE, Calgary, AB

Computershare $7,000,000 $5,829,084.20

Centre 1000 Capital Corp.

1000 Centre St NE, Calgary, AB

Computershare $12,250,000 $9,989,178.15

Deerfoot Court (2011) Capital Corp.

1144 – 29th Ave NE, Calgary, AB

Computershare $10,500,000 $8,683,367.97

Total: $56,600,000 $39,652,500.39

43. Taken together, the Borrowers are indebted for a total of approximately $39,652,500.39

as of December 19, 2019, inclusive of interest but exclusive of additional costs and

expenses that the Lenders are entitled to recover under the terms of their Mortgages.

Interest continues to accrue.

D. The CCAA Proceeding Prejudices the Lenders

44. The Lenders are not in favour of the Applicants continuing the CCAA Proceeding. The

continuation of the CCAA stay and the CCAA Proceeding will cause significant prejudice

to the Lenders and their security. The Lenders will not agree to any plan proposed by the

Applicants’ that involves priority charges and registrations being given priority over the

Lenders’ mortgages and security. Such charges will reduce the Lenders’ equity in the

Mortgaged Properties despite the Lenders having a first charge registration on title to the

Mortgaged Properties.

45. For the reasons that follow, the Lenders take the position that they should be entitled to

appoint a receiver, which will enable them to control and direct the enforcement process

in relation to the Mortgaged Properties.

1 As of December 19, 2019.

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(i) The Borrowers Should Not Be Grouped Together with Other Applicants

46. Each of the Mortgage Loans were granted to individual entities that comprise the

Borrowers. Each Mortgage Loan was made based on the value of the related Mortgaged

Property, and each Mortgage Loan was made on the understanding that each

Mortgaged Property was owned by a single purpose entity.

47. Each Mortgage is a stand-alone transaction that does not involve any of the other

Applicants in the CCAA Proceeding. The Lenders’ position is that it should be entitled to

enforce the Mortgage Loans and security on an individual, property-by-property basis.

(ii) The Mortgaged Properties are Largely Cash Flow Positive

48. The CCAA Proceeding is not appropriate for the Mortgaged Properties because they

are, on the whole, cash flow positive. Based on IMS’s own calculations and using

numbers that were provided by the Borrowers at an earlier date, I have strong reason to

believe that the Airways Property, Deerfoot Court Property and 744 Capital Property

have positive net cash flows and are therefore solvent.

49. The occupancy rates in many of these buildings are also high, further suggesting that

they are net cash flow positive. Based on IMS’s own calculations and using numbers

that were provided by the Borrowers at an earlier date, the Airways Property, Deerfoot

Court Property and the 744 Capital Property have occupancy rates ranging from an

estimated 88.9% to 98.1%.

50. I am advised by Nicholas Avis, an associate at Stikeman Elliott LLP, counsel to the

Lenders, that Stikeman Elliott LLP wrote to counsel to the Monitor to request additional

and updated information in respect of the Mortgaged Properties.

51. The cash flow from the net cash flow positive Mortgaged Properties should not be used

to fund the Applicants’ net cash flow negative properties. Such conduct would be highly

prejudicial to the Lenders. Further, I believe that even if funds are transferred from net

cash flow positive properties to net cash flow negative properties, it is unlikely that the

Borrowers, even those that receive transfers, will resume their payments under the

Mortgages. If payments for January 1, 2020 are not made on the Mortgage Loans, the

Lenders will be further prejudiced.

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(iii) The Lenders have Lost Confidence in the Applicants’ Management

52. The Lenders have lost confidence in the Borrowers’ abilities to manage the Mortgaged

Properties and exercise good judgment.

53. The Lenders came to this conclusion based on the Applicants’ conduct. For example,

the Lenders are concerned by the Strategic Group’s decision to include cash flow

positive entities in the CCAA Proceeding while excluding others. The Lenders have

become further concerned since reading the affidavit of David Lawson, sworn December

18, 2019, which indicates that the Strategic Group may have engaged in troubling

accounting and reporting practices and put itself in conflicts of interests.

(iv) The Appointment of a Receiver is Just and Convenient

54. The Lenders should have the opportunity to enforce their security outside of the CCAA

Proceeding.

55. Each Mortgage provides at s. 7.07 that in the occurrence of an “Event of Default”, the

Lenders may, among other things, appoint a receiver over the Mortgaged Property or

any part thereof. The Lenders now wish to exercise this right.

56. I believe that the appointment of a receiver over the Mortgaged Properties on a short

term basis will preserve the Mortgaged Properties and limit their risk of damage and

further devaluation.

E. Conclusion

57. Based on the foregoing, I have no reason to believe that a CCAA Proceeding will be

successful. The Lenders have no intention of supporting any plan put forward by

Strategic Group. As such, I believe that it is appropriate for a receiver to be appointed

over the Borrowers on a short term basis to ensure that the Lenders’ interests are

protected in the immediate future. After that, the Lenders will determine the best avenue

for them to deal with their loans, security and collateral.

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SWORN (or affirmed) BEFORE ME on December 19, 2019 in the City of Toronto, the Province of Ontario, this 19th day of December, 2019.

Robert Charles Ruddock, a Commissioner, et^, Province of Ontario, while a Student-at-Law. Expires April 25,2021.

)))))

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Schedule “A”

Part I — GP Applicants 1112-1124 Capital Corp. 20/20 Capital Corp. 411 Ltd. 534 Capital Corp. 550 Capital Corp. 744 (2011) Capital Corp. 808 Capital Corp. 926 Capital Corp. Airdrie Gateway Block 2 Capital Corp. Airways Business Plaza Capital Corp. Aura Capital Corp. Avenida Village Ltd. Blackfoot Centre Ltd. Bonavista Square Ltd. Center Street GP Ltd. Centre 1000 Capital Corp. Centre Eleven Capital Corp. Centro 2102 Capital Corp. Deerfoot 17 Corp. Deerfoot Court (2011) Capital Corp. First Street Plaza GP Ltd. Glenmore Commerce Court Capital Corp. Inglewood 9th Avenue GP Ltd. Kensington Building Capital Corp. Louise Block Capital Corp. Macleod Place Ltd. Mayfield Capital Corp. Mission Centre Inc. Airdrie Creekside Capital Corp. Torode Strategic 1129 GP Ltd. One Six Capital Corp. Parallel Centre Ltd. Paramount Building Ltd. Parkwood/Eastgate Capital Corp. Pegasus Business Park Ltd. Stony Plain Capital Corp. Petro Fina Capital Corp. Petro West Ltd. Place 9-6 Ltd. Shelbourne Place Ltd. Stella Place Capital Corp. Strategic Centre Ltd. Sundance Place Ltd.

Sundance Place II Ltd. Sunpark Place Ltd. Airdrie Gateway Block 3 Capital Corp. 197869/381749 Wesley Church Building Inc. Willow Park Capital Corp. Part 2 — GP HoldCos 411 Capital Corp. 1445122 Alberta Ltd. 1220 Kensington Road Corp. Macleod Place Holding Corp.

This is Exhibit “A” referred to in the affidavit of Jean Monardo, sworn (or

affirmed) before me on December 19, 2019

Robert Charles Ruddock, a Commissioner, etc. Province of Ontario, while a Student-at-law Expires April 25,2021.

(Print Name)

Loan No. CIM370610

MORTGAGE

Land Titles Act(Alberta)

This Mortgage made effective the 24th day of November, 2006.

Whereas 550 CAPITAL CORP. is registered as owner of an estate in fee simple in possession subject,however, to permitted encumbrances in that parcel of land situate in the Province of Alberta, legally described inSchedule A attached hereto (the "Lands");

And Whereas the Mortgagor has agreed to grant this Mortgage to Computershare Trust Company of Canada of100 University Avenue, South Tower, 12di Floor, Toronto, Ontario, M5 J 2Y1 as general and continuing security for thepayment to the Mortgagee of the Loan Indebtedness and the performance and observance of all other covenants andobligations of the Mortgagor under this Mortgage and under the Loan Documents;

Now Therefore, in consideration of the foregoing, the Mortgagor hereby covenants and agrees with theMortgagee as follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions. In this Mortgage and the recitals hereto, unless something in the subject matter or context isinconsistent therewith:

"Applicable Laws" means, all applicable federal, provincial, state and municipal laws, statutes, regulations, rules,by-laws, policies and guidelines, orders, permits, licenses, authorizations, approvals and all applicable common laws orequitable principles whether now or hereafter in force and effect, whether in Canada, the United States of America orelsewhere.

"Borrower Entity" means the Mortgagor, each guarantor of all or any part of the Loan Indebtedness, each Indemnitor,and any Person having a beneficial ownership interest in all or any part of the Property from time to time.

"Business Day" means any day other than a Saturday, Sunday or any statutory or civic holiday observed in the Provinceof Alberta.

"Commitment Letter" means me commitment letter issued by Merrill Lynch Capital Canada Inc. dated November 17,2006, as amended, governing the Loan.

"Costs" means all fees, costs, charges and expenses of any Lender Entity for or incidental to (i) preparing, executing andregistering the Loan Documents and making each advance of the Loan; (ii) collecting, enforcing and realizing on orunder the Loan or the Loan Documents, including any workout or modification of the Loan or the Loan Documentsagreed to by the Mortgagee in its sole discretion; (iii) inspecting, protecting, securing, completing, insuring, repairing,equipping, taking and keeping possession of, managing, selling or leasing the Property, including curing any defaultsunder or renewing any leasehold interest and any other protective disbursements or just allowances which may be addedto principal or otherwise secured by this Mortgage under Applicable Laws; (iv) appointing a receiver, receiver andmanager or other Person with similar powers (under this Mortgage or otherwise) and such Person's fees and expenses(including all legal fees and disbursements and all agents' costs and expenses); (v) obtaining any environmental auditsor other inspections, tests or reports with respect to the Property; (vi) complying with any notices, orders, judgments,directives, permits, licenses, authorizations or approvals with respect to the Property; (vii) performing the obligations ofany Borrower Entity under the Loan Documents, including all fees, costs, charges and expenses incurred in removingany Lien from title to the Property which have been made, created, incurred or permitted to exist in breach of thisMortgage (whether or not having priority over the Loan Documents); (viii) all legal fees and disbursements in connectionwith the Loan, on a full indemnity basis; and (ix) without limiting the foregoing, any other fees, costs, charges orexpenses payable or reimbursable to any Lender Entity under any of the Loan Documents or Applicable Laws, andincluding allowances for the time, service, work or effort of any Lender Entity in connection with any of the foregoing

060532-383004CAL DOCS #1548288 v. 2S

- 2 -

mallers. "Costs" include interest at the Interest Rate on all such fees, costs, charges and expenses from the date incurreduntil paid to the Mortgagee.

"Environmental Laws" means all present and future Applicable Laws, permits, certificates, licenses, agreements,standards and requirements relating to environmental or occupational health and safety matters, including the presence,release, reporting, investigation, disposal, remediation and clean-up of Hazardous Substances.

"Environmental Proceeding" has the meaning set out in Subsection 4.02(m) of this Mortgage.

"Equipment" means all machinery, equipment, appliances, furniture, furnishings, chattels, fixtures (including allheating, air conditioning, ventilating, waste disposal, sprinkler and fire and theft protection equipment, plumbing,lighting, communications and elevator fixtures) and other similar property of every kind and nature whatsoever now orhereafter located upon or used in connection with the Property or appurtenant thereto (excluding any such personalproperty which is owned by a tenant).

"Event of Default" or "default" means any of the following events: (a) any default by the Mortgagor in payment of allor any portion of the Loan Indebtedness when due or in payment of any reserves when due under the Loan Documents;(b) any Borrower Entity defaults in observing or performing any other covenant, condition or obligation under any LoanDocument on its part to be observed or performed which default is not cured within the applicable grace or cure period,or if no such period is provided, within thirty (30) days following written notice of such default to such Borrower Entity(but for greater certainty, there shall be no grace or cure period in respect of any other Event of Default expresslyenumerated in this definition); (c) any representation or warranty of any Borrower Entity in any Loan Document, or inany financial statement or other document at any time delivered by or on behalf of any such Borrower Entity to anyLender Entity in connection with the Loan, is incorrect or misleading in any material respect; (d) any Borrower Entitybecomes insolvent, makes any assignment in bankruptcy, makes any assignment for the benefit of creditors or makes anyproposal to or seeks relief from its creditors under any bankruptcy, insolvency, reorganization, liquidation, moratorium,receivership or other similar laws affecting or relating to creditor's rights, any order, declaration or judgement of anycourt is made adjudging or declaring any Borrower Entity bankrupt or insolvent or ordering the liquidation, winding-up,reorganization or arrangement of any Borrower Entity or granting any Borrower Entity protection from its creditors orappointing any trustee, receiver, receiver and manager, sequestrator or other Person with similar powers in respect of anyBorrower Entity or all or any part of its assets, or any proceedings are commenced by or against any Borrower Entityseeking any such order, declaration or judgement; (e) any default by any Borrower Entity under any mortgage, charge,security interest or other financial encumbrance of all or any part of the Property ranking in priority to or subsequent tothe security of the Loan Documents which is not cured within any cure periods applicable thereto, or any attomment ofrents, power of sale, judicial sale, foreclosure or other enforcement proceedings are commenced against or in respect ofany Borrower Entity or any part of the Property under or in respect of such mortgage, charge, security interest or otherfinancial encumbrance or any holder thereof takes possession or control of any part of the Property; (f) any writ ofexecution, distress, attachment or other similar process is issued or levied against any Borrower Entity or all or any partof its assets, or any judgement or order is made against any Borrower Entity by a court of competent jurisdiction and, inthe opinion of the Mortgagee, such process, judgement or order would materially and adversely affect the ability of suchBorrower Entity to fulfil its obligations to the Mortgagee under the Loan or the Loan Documents; (g) any part of theProperty is condemned or expropriated and, in the opinion of the Mortgagee in respect of any expropriation, suchexpropriation materially impairs the value of the Property, the validity, enforceability or priority of the security of theLoan Documents, or the ability of any Borrower Entity to fulfil its obligations to the Mortgagee in respect of the Loan;or (h) any other Event of Default under any Loan Document.

"Governmental Authority" means any federal,.provincial, state, municipal or other form of government or any politicalsubdivision or agency thereof, any body or authority exercising any functions of government, and any court, whether inCanada, the United States of America or elsewhere.

"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by anyGovernmental Authority including any contaminants, pollutants, asbestos, lead, polychJorinated by-phenyl orhydrocarbon products, any materials containing same or derivatives thereof, underground storage tanks, dangerous ortoxic substances or materials, controlled products, and hazardous wastes.

"Indemnitor" means the Person(s) named as Indemnitor under the indemnity forming part of the Loan Documents.

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"Inlerest Adjustment Date" means December 1,2006.

"Interest Rate" means 5.217% per annum, which rate of interest shall be calculated semi-annually, not in advance, bothbefore and after maturity, demand, default and judgment.

"Leases" means all present and future leases, offers to lease, subleases, concessions, licenses and other contracts andagreements by which the use, enjoyment or occupancy of the Property or any portion thereof is granted (including, if ahotel, all guest rooms, meeting rooms, restaurants and other food and beverage facilities), together with all relatedcredits, rights, options, claims, causes of action, guarantees, indemnities, security deposits and other security.

"Lender Entity" means each of the Mortgagee, its servicer, the lender named in die Commitment Letter, each Personhaving an ownership interest in the Loan from time to time, any receiver, receiver and manager or other Person withsimilar powers and their respective employees, officers, directors and agents.

"Lien" means any mortgage, charge, pledge, hypothec, assignment, Hen, lease, sublease, easement, preference, priority,trust or other security interest or encumbrance of any kind or nature whatsoever with respect to any property or asset,including any title reservations, limitations, provisos or conditions.

"Loan" means the loan made by the Mortgagee to the Mortgagor in the Principal Amount pursuant to the LoanDocuments.

"Loan Documents" means, collectively, all documents, instruments, agreements and opinions now or hereafter creating,evidencing, securing, guaranteeing and/or relating to the Loan and the Loan Indebtedness or any part thereof, includingthe Commitment Letter and this Mortgage.

"Loan Indebtedness" means the aggregate of: (i) the Principal Amount, (ii) all interest and compound interest at theInterest Rate, (iii) Costs, (iv) the Prepayment Charge, if any, (v) any amount, cost, charge, expense or interest added tothe Loan Indebtedness under the Loan Documents or Applicable Laws or which is otherwise due and payable diereunderor secured thereby from time to time, and (vi) all other monetary obligations of any Borrower Entity under or in respectof the Loan and the Loan Documents.

"Maturity Date" means December 1, 2016.

"Monthly Payment" means CDNS112,076.69.

"Mortgage" means this mortgage, the recitals hereto and all schedules attached hereto.

"Mortgagee" means Computershare Trust Company of Canada, of 100 University Avenue, South Tower, 12th Floor,Toronto, Ontario M5J 2Y1, and any Person who acquires the right, title and interest of the Mortgagee under the LoanDocuments.

"Mortgagor" means 550 Capital Corp., and subject to the provisions hereof, any subsequent owner of the Property whosucceeds to the obligations of the Mortgagor under the Loan Documents.

"Payment Date" means the first day of each calendar month in each and every year commencing on the first day of thefirst calendar month following the Interest Adjustment Date and ending on the Maturity Date.

"Permitted Encumbrances" means, as of any particular time, each of the following encumbrances: (i) Leases which areeither disclosed to and accepted by the Mortgagee in its sole discretion prior to the initial Loan advance or entered intosubsequent to the initial Loan advance in compliance with the Loan Documents, (ii) Liens specifically set out asexceptions to title in Schedule B to the lender's title insurance policy issued to the Mortgagee prior to the initial Loanadvance and accepted by the Mortgagee in its sole discretion, and (iii) Liens otherwise expressly permitted under theterms of the Loan Documents.

"Person" means any individual, general or limited partnership, joint venture, sole proprietorship, corporation,unincorporated association, trust, trustee, executor, administrator, legal representative or Governmental Authority.

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"Prepayment Charge" means, with respect to any acceleration or prepayment of the Principal Amount, an amountequal to the greater of (a) three (3) months' interest at the Interest Rate on the Principal Amount then outstanding and(b) the positive difference, if any, between (x) the present value on the date of such acceleration or prepayment of allfuture monthly payments which the Mortgagor would otfierwise be required to pay under the Loan during the remainderof the term of the Loan absent such prepayment or acceleration, including the unpaid Principal Amount which wouldotherwise be due on the Maturi ty Date absent such acceleration or prepayment, with such present value being determinedby the use of a discount rate equal to the yield to maturity, less one-half percent, on the date of such acceleration orprepayment of Government of Canada bonds having the term to maturity closest to what otherwise would have been theremainder of the term of the Loan absent such acceleration or prepayment, and (y) the then outstanding PrincipalAmount on the date of such acceleration or prepayment. If there is more than one Government of Canada bond with amaturity equally close to what otherwise would have been the remaining term of the Loan absent the repayment byreason of such acceleration or prepayment, as the case may be, the selection of the applicable bond shall be made by theMortgagee, acting reasonably.

"Principal Amount" means the amount of Twenty Million, Five Hundred Thousand Dollars ($20,500,000.00).

"Property" means all legal and beneficial right, title, estate and interest in and to the lands and premises described in theMortgage including Schedule "A" hereto together with all buildings, structures, fixtures and improvements of any natureor kind now or hereafter located on such lands, and all Equipment, Leases, Rents and all other appurtenances thereto."Property" shall also include (i) any other property charged, mortgaged, assigned or subject to a security interest infavour of the Mortgagee (or required to be so charged, mortgaged, assigned or subject to such a security interest) assecurity for the Loan Indebtedness pursuant to the Loan Documents, including any cash deposits paid to the Mortgageepursuant to Section 6.01(v) of this Mortgage and any Defeasance Collateral required to be pledged in favour of theMortgagee pursuant to Section 10.01 hereof), (ii) all Permitted Encumbrances and material agreements, permits, licensesor approvals relating to the Property or its management or operation; (iii) all reserves paid by the Mortgagor to theMortgagee under the Loan Documents, (iv) all proceeds, awards or payments of any nature or kind, together with anyinterest thereon, relating to any part of the Property, (v) all expropriation awards, (vi) all insurance proceeds and anyunearned insurance premiums and all refunds or rebates of Realty Taxes relating to the Property, (vii) all deposits,security or advance payments of any nature or kind relating to the Property and (viii) all renewals, substitutions,improvements, accessions, attachments, additions, replacements and proceeds to, of or from each of the foregoingcomponents of the Property or any part thereof and all conversions of such Property or the security constituted thereby.

"Rating Agency" shall mean, prior to a Securitization, any one or more (as designated by the Mortgagee in its solediscretion) of Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., Moody's InvestorsService Inc., Fitch Inc., and Dominion Bond Ratings Service Limited or any other nationally-recognized statistical ratingorganization designated by the Mortgagee in its sole discretion, and, after a Securitization, each Rating Agency whichhas rated the certificates or other securities thai are the subject of the Securitization.

"Rating Confirmation" with respect to the transaction or matter in question, shall mean: (i) if all or any portion of theLoan, by itself or together with other loans, has been the subject of a Securitization, then each applicable Rating Agencyshall have confirmed in writing that such transaction or matter shall not result in a downgrade, qualification, orwithdrawal of any rating then in effect for any certificate or other securities issued in connection with suchSecuritization; and (ii) if all of the Loan has not been the subject of a Securitization, then the Mortgagee shall havedetermined in its sole discretion (taking into consideration such factors as the Mortgagee may in good faith determine,including the attributes of the loan pool in which the Loan might reasonably be expected to be securitized) that no ratingfor any certificate or other securities that would be issued in connection with Securitization of such portion of the Loanwill be downgraded, qualified, or withheld by reason of such transaction or matter.

"Realty Taxes" means all taxes, duties, rates, imposts, levies, assessments and other similar charges, whether general orspecial, ordinary or extraordinary, or foreseen or unforeseen, including municipal taxes, school taxes and localimprovement charges, and all related interest, penalties and fines which at any time may be levied, assessed, imposed orbe a Lien on all or any part of the Property.

"Rents" means all revenues, receipts, income, credits, deposits, profits, royalties, rents, additional rents, recoveries,accounts receivable and other receivables of any kind and nature whatsoever arising from or relating to the Property,

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including, if a hotel, all guest rooms, meeting rooms, restaurants and other food and beverage facilities, vendingmachines, telephone and television systems, guest laundry and the provision or sale of any goods or services.

"Securitization" means any offering of securities backed by or representing direct or indirect interests in the Loan orany pool of loans which includes the Loan.

"Transfer" shall mean (a) any conveyance, assignment, transfer, sale, granting or creation of an option or trust withrespect to, or other disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise,and whether or not for consideration or of record) any legal or beneficial interest in the Property or any part thereof; or(b) any change in the effective voting control of any Person comprising the Mortgagor or any beneficial or unregisteredowner of any part of the Property from that existing as of the initial Loan advance (including any change of ownershipof 50% or more of the voting securities representing an interest in any such Person) and shall include any agreement todo or complete any of the matters referred to in (a) or (b) above.

1.02 Construction. In this Mortgage: (a) words denoting the singular include the plural and vice versa and wordsdenoting any gender include all genders; (b) the word "including" shall mean "including, without limitation,"; -(c) anyreference to a statute shall mean the statute in force as at the date hereof, together with all regulations promulgatedthereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time, and any successorstatute thereto; (d) any reference to the Commitment Letter, any Loan Document, any Lease or other agreement orinstrument shall include all amendments, addenda, modifications, extensions, renewals, restatements, supplements orreplacements thereto from time to time; (e) reference to the Mortgagee, Mortgagor, Indemnitor, any guarantor, LenderEntity, Borrower Entity, any beneficial owner of the Property, and any other Person shall include their respective heirs,executors, administrators, legal representatives, successors and assigns, and reference to "corporation" shall include acompany or other form of body corporate; (f) all dollar amounts are expressed in Canadian dollars; (g) the division ofthis Mortgage into separate Articles, Sections, Subsections and Schedule(s), and the insertion of headings is forconvenience of reference only and shall not affect the construction or interpretation of this Mortgage; (h) theMortgagee's right to give or withhold any consent or approval, make any determination or exercise any discretion shallbe exercised by the Mortgagee acting reasonably unless otherwise expressly provided, except that following an Event ofDefault, the Mortgagee shall be entitled to exercise each such right in its sole discretion; (i) the Loan Documents are theresult of negotiations between the parties thereto and shall not be construed in favour of or against any party by reason ofthe extent to which any party or its legal counsel participated in its preparation; (j) notwithstanding the actual date ofexecution or registration of this Mortgage, this Mortgage may be referred to in the Loan Documents as having beenexecuted as of or bearing a formal date of November 24, 2006; (k) if more than one Person is named as, or otherwisebecomes liable for or assumes the obligations and liabilities of the Mortgagor, then the obligations and liabilities of allsuch Persons shall be joint and several; (1) time shall be of the essence; and (m) all obligations of the Mortgagor in thisMortgage will be deemed to be covenants by the Mortgagor in favour of the Mortgagee. Where any reference is made inthis Mortgage to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or rightof, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation orwarranty (other than relating to the constitution or existence of the trust) by or with respect to, a trust, such referenceshall be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to be madeby, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to betaken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of thetrust) by or with respect to, the trustee(s) of the trust. In the event of any conflict or inconsistency between any provisionof this Mortgage and the provision of any other Loan Document, the provision of this Mortgage shall prevail to theextent of any such conflict or inconsistency. This Mortgage is intended to supplement and not derogate from the otherLoan Documents and the existence of additional terms, conditions and provisions (including any rights, remedies,representations and warranties) in this Mortgage shall not be construed or deemed as being in conflict with such otherLoan Documents. The parties intend that this Mortgage be considered to have been executed by the Mortgagor underseal for all purposes with the intention that this Mortgage be a specialty under Applicable Laws, whether or not a seal isactually affixed hereto.

1.03 Survival of Representations, Warranties and Covenants. The representations, warranties, covenants andobligations of each Borrower Entity in the Loan Documents shall (i) survive the making of any advance or full or partialrepayment of the Loan, any full or partial release, termination or discharge of any Loan Document or Security, and anyenforcement proceedings taken by any Lender Entity under any Loan Document or Applicable Laws; (ii) enure to thebenefit of the Mortgagee for itself and on behalf of each Lender Entity (including each Person having a beneficial or

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unregistered ownership interest in the Loan); (iii) be fully effective and enforceable by the Mortgagee notwithstandingany due diligence performed by or on behalf of any Lender Entity or any breach by any Borrower Entity of any of itsobligations and liabilities in respect of the Loan or other information (to the contrary or otherwise) known to any LenderEntity at any time; and (iv) not be released, discharged or otherwise affected by the bankruptcy, winding-up, liquidation,dissolution or insolvency of, or any change in, any Borrower Entity or any party to any agreement to which any LenderEntity is a party, including any change in the constitution of any partnership constituting any Borrower Entity. Widioutlimiting the foregoing, the representations, warranties, covenants and obligations of the Mortgagor under the LoanDocuments shall be fully binding upon and enforceable against the Mortgagor when it is the beneficial owner of theProperty and when it is a trustee, agent or nominee of the Property for any other Person. The representations andwarranties of each Borrower Entity in the Loan Documents are deemed to be made to die Mortgagee on the date ofexecution of each such Loan Document by such Borrower Entity and are deemed repeated on the date of each Loanadvance. The Mortgagor agrees that all enforcement actions or proceedings may be brought by the Mortgagee under orin respect of the Loan and the Loan Documents on behalf of all Person(s) having a beneficial or unregistered ownershipinterest therein and waives any requirement that any such Person(s) be a party thereto.

1.04 Recourse. Notwithstanding any other provision in any Loan Document, the Mortgagor agrees that theMortgagee shall have full and unrestricted recourse to the Mortgagor, each other Borrower Entity, and all of theirrespective property and assets for all of their respective covenants, obligations and liabilities under the Loan and theLoan Documents.

ARTICLE 2 - MORTGAGE

2.01 Mortgage. As security for the payment and performance to the Mortgagee of the Loan Indebtedness and theobservance and performance by the Mortgagor of all of its other covenants and obligations hereunder and under the otherLoan Documents, the Mortgagor hereby mortgages and charges the Property to and in favour of the Mortgagee.

2.02 Continuing Security. Without limiting any other provision hereof, this Mortgage secures, inter alia, a currentor running account and any portion of the Principal Amount may be advanced or readvanced by the Mortgagor in one ormore sums at any future date or dates and the amount of such advances and readvances when so made will be secured bythis Mortgage and be repayable with interest at the Interest Rate and this Mortgage will be security for the ultimatebalance owing to the Mortgagee arising from the current and running accounts represented by advances and readvancesof the Principal Amount or any part thereof with interest at the Interest Rate and all other amounts secured hereby andnotwithstanding any change in the amount, nature and form of the Loan Indebtedness from time to time. If the whole orany part of the Principal Amount or other amount secured hereby is repaid, this Mortgage shall be and remain validsecurity for any subsequent advance or readvance by the Mortgagee to the Mortgagor until such time as the Mortgageehas executed and delivered to the Mortgagor a complete discharge of this Mortgage.

ARTICLE 3 - PAYMENT PROVISIONS

3.01 Covenant to Pay, The Mortgagor acknowledges itself indebted and promises to pay the Loan Indebtedness tothe Mortgagee as and when provided in this Mortgage, without set-off, deduction or abatement.

3.02 Interest. The Principal Amount shall bear interest at the Interest Rate, which interest shall be calculatedsemi-annually, not in advance, both before and after default, demand, maturity and judgment until paid.

3.03 Payment provisions. The Mortgagor will pay the Loan Indebtedness to the Mortgagee as follows: (a) interestat the Interest Rate on the Principal Amount or such portion as may be advanced from time to time, calculated from therespective dates of such advances, shall become due and payable on the first day of each calendar month following thedate of advance to and including the Interest Adjustment Date (at the option of the Mortgagee, such interest may bededucted from such advances); (b) from and after the Interest Adjustment Date, the Principal Amount and interestthereon at the Interest Rate computed from the Interest Adjustment Date will become due and payable by payments eachin an amount equal to the Monthly Payment (which shall include principal and interest) on each Payment Date (suchpayments to be applied as provided in Section 3.09 hereof) and the balance of the Principal Amount with interest at theInterest Rate will become due and payable on the Maturity Date; (c) any part of the Loan Indebtedness that is notprincipal or interest on principal will be payable on demand with interest thereon at the Interest Rate; and (d) the balanceof the Loan Indebtedness then remaining together with any interest thereon at the Interest Rate will become due and bepaid on the Maturity Date.

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3.04 Compound Interest. Interest shall accrue on overdue interest at the Interest Rate from time to time, bothbefore and after default, demand, maturity and judgment until paid and shall be due and payable by the Mortgagor to theMortgagee forthwith. If such overdue interest and compound interest are not paid within the interest calculation period(being semi-annually not in advance) provided in this Mortgage from the time of default, a rest will be made andcompound interest at the Interest Rate will be payable on the aggregate amount then due, both before and after maturity,default and judgment, and so on from time to time until paid. All compound interest shall be added to the LoanIndebtedness and shall be secured by the Loan Documents.

3.05 Receipt of Payment. Payment will not be deemed to have been made until the Mortgagee has actually receivedsuch money. The Mortgagor assumes all risk if payments are lost or delayed. Any payment received after 12:00o'clocknoon Toronto time on any day will be deemed, for the purpose of calculation of interest, to have been made and receivedon the next Business Day. Payments shall be made to the Mortgagee at such place as the Mortgagee may designate fromtime to time by notice to the Mortgagor.

3.06 Wire Transfer/Pre-authprized Chequing. The Mortgagor, on written request from the Mortgagee, and at theMortgagee's option, will make all payments pursuant to this Mortgage by pre-authorized chequing or electronic debitentry on an account maintained by the Mortgagor and will execute and provide such written authorizations and samplecheques as the Mortgagee may require.

3.07 Dishonoured Cheques or Payments. If any of the Mortgagor's cheques are not honoured when presented forpayment or if a pre-authorized payment is not honoured, the Mortgagor will immediately pay the Mortgagee a reasonableservicing fee as determined by the Mortgagee or its servicer to cover the administration costs and expenses arisingtherefrom. Until paid, such servicing fee, together with interest thereon at the Interest Rate, shall be added to the LoanIndebtedness and shall be secured by the Loan Documents.

3.08 No Rightof Prepayment. No Borrower Entity or any other Person shall have the right to prepay all or any partof the Principal Amount of the Loan prior to the Maturity Date. If any acceleration (including any acceleration underSection 4.02(d)) or prepayment of all or any portion of the Principal Amount should occur prior to the Maturity Date forany reason whatsoever (whether as a result of any Event of Default, Applicable Law or otherwise), then the PrepaymentCharge shall immediately become due and payable by the Mortgagor to the Mortgagee, in addition to all other amountsthen due and owing to the Mortgagee. Such Prepayment Charge shall form part of the Loan Indebtedness and shall besecured by the Loan Documents. The Mortgagor acknowledges that the Prepayment Charge represents reasonable andfair compensation for the loss that the Mortgagee may sustain from any acceleration or prepayment of the PrincipalAmount of the Loan prior to the Maturity Date, provided nothing herein shall create any right to prepay all or any portionof the Principal Amount at any time or in any circumstances prior to the Maturity Date.

3.09 Application of Payments. Prior to an Event of Default, all Monthly Payments received by the Mortgagee onaccount of the Loan Indebtedness shall be applied as follows, regardless of any other designation of such payments asprincipal, interest or other charges: first, to the repayment of sums advanced by the Mortgagee pursuant to the Loan orany Loan Document for any reason (other than the Principal Amount), including sums advanced to pay Realty Taxes,Costs, insurance premiums or other charges against the Property (together with interest thereon at the Interest Rate fromthe date of advance until paid), then to the payment of accrued but unpaid interest which is then due and payable, andfinally, to reduction of the Principal Amount. Following an Event of Default, all payments received by the Mortgageeshall be applied by the Mortgagee to principal, interest and/or such other charges due under this Mortgage or the otherLoan Documents in such order as the Mortgagee shall determine in its sole discretion.

3.10 Costs. The Mortgagor covenants to pay all Costs to the Mortgagee forthwith upon demand whether or not all orany part of the Principal Amount is advanced. Until paid, all Costs together with interest thereon at the Interest Rateshall be added to the Loan Indebtedness and shall be secured by the Loan Documents. To the extent that any Cost isincurred by the Mortgagee prior to (but not after) an Event of Default and the amount of such Cost is subject to theapproval of or is otherwise within the reasonable control of the Mortgagee, the Mortgagee shall use reasonablecommercial efforts (but without additional cost to it and without limiting, restricting, modifying, waiving, impairing orotherwise affecting any of the rights of any Lender Entity under the Loan Documents or Applicable Laws) to ensure thatthe amount of such Cost is reasonable, provided that the obligation of the Mortgagee to use such reasonable commercialefforts shall not apply to (i) any Cost incurred by any Lender Entity after an Event of Default, or (ii) unless otherwiseexpressly provided in the applicable Loan Documents, to any Cost paid by any Borrower Entity to any Lender Entity onor before any Loan advance (from such Loan advance or otherwise), any Cost which is an express obligation of any

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Borrower Entity in any of the Loan Documents (including any assumption fee under Section 4.02(d) hereof), or any Costcharged (directly or indirectly) by any Governmental Authority or Rating Agency.

3.11 Deemed Re-investment. There shall be no allowance or deduction for deemed re-investment with respect toany amounts paid to the Mortgagee on account of interest under the Loan.

3.12 Advance Directed toJPay Reserves and Costs. Notwithstanding any Applicable Laws to the contrary, anyamounts directed from any Loan advance by the Mortgagor to be paid as a reserve under the Loan Documents or to bepaid on account of any Costs shall be considered to be fully and immediately advanced to the Mortgagor for all purposes,shall bear interest at the Interest Rate from and after the date of such Loan advance, and shall be fully and immediatelysecured by the Loan Documents in priority to all other Liens.

3.13 Reserves. In addition to the Loan Indebtedness, the Mortgagor shall pay the Mortgagee all reserves required bythe Loan Documents when due.

ARTICLE 4 - REPRESENTATIONS, WARRANTIES AND COVENANTS

4.01 Statutory Covenants. The Mortgagor covenants that it: (a) has a good title to the Mortgaged Property; (b) hasthe right to mortgage the Mortgaged Property; (c) agrees that on default, the Mortgagee shah1 have quiet possession of theMortgaged Property free from all encumbrances; (d) will execute such further assurances of the Mortgaged Property asmay be requisite; and (e) has done no act to encumber the Mortgaged Property.

4.02 Representations, Warranties and Covenants. The Mortgagor represents and warrants to and covenants withthe Mortgagee:

(a) Authorization. Each Borrower Entity (i) which is a corporation is a duly organized and validly existingcorporation under the laws of its governing jurisdiction; (ii) which is a partnership or trust, is a valid and subsistingpartnership or trust, as the case may be, under the laws of its governing jurisdiction; (iii) which owns an interest in theProperty has full power, authority and legal right to own the Property and to carry on its business thereon in compliancewith all Applicable Laws and is duly licensed, registered or qualified in all jurisdictions where the character of itsundertaking, property and assets or the nature of its activities makes such licensing, registration or qualificationnecessary or desirable; (iv) has full power, authority and legal right to enter into each of the Loan Documents to which itis a party and to do all acts and execute and deliver all other documents as are required to be done, observed orperformed by it in accordance with their respective terms; (v) has taken all necessary action and proceedings to authorizethe execution, delivery and performance of the Loan Documents to which it is a party and to observe and perform theprovisions of each in accordance with its terms; (vi) shall maintain in good standing its existence, capacity, power andauthority as a corporation, partnership or trust, as the case may be, and shall not liquidate, dissolve, wind-up, terminate,merge, amalgamate, consolidate, reorganize or restructure or enter into any transaction or take any steps in connectiontherewith; (vii) which is a partnership or trust, shall not amend its partnership agreement, deed of trust or trustdeclaration, as applicable, without the prior written consent of the Mortgagee in its sole discretion; and-(viii) which is theMortgagor, is a corporation resident in Canada.

(b) Enforceability. The Loan Documents constitute valid and legally binding obligations of each Borrower Entityenforceable against each of them in accordance with their terms and are not subject to any right of rescission, set-oft,counterclaim or defence. Neither execution and delivery of the Loan Documents, nor compliance with the terms andconditions of any of them, (i) has resulted or will result in a violation of the constating documents governing anyBorrower Entity, including any unanimous shareholders' agreement, or any resolution passed by the board of directors,shareholders or partners, as the case may be, of any Borrower Entity, (ii) has resulted or will result in a breach of orconstitute a default under Applicable Laws or any agreement or instrument to which any Borrower Entity is a party or bywhich it or the Property or any part thereof is bound or (iii) requires any approval or consent of any Person except suchas has already been obtained.

(c) Title and Security. The Mortgagor is the sole holder of registered title to the Property and the Mortgagor, as toits undivided 0.001% interest in the Property, Technology Bank Inc., as to its undivided 49.9995% interest in theProperty, and Irrational Exuberance Corp., as to its undivided 49.9995% interest in the Property, are the only beneficialowners of the Property. The Mortgagor, Technology Bank Inc. and Irrational Exuberance Corp. have good andmarketable title in fee simple to the Property free and clear of all Liens other than Permitted Encumbrances, and this

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Mortgage and the other Loan Documents shall be at all times a good and valid first priority mortgage, charge,assignment of and security interest in and of the entire legal and beneficial interest in the Property in priority to all otherLiens other than Permitted Encumbrances. The Mortgagor shall defend title to the Property for the benefit of theMortgagee from and against all actions, proceedings and claims of all Persons. The Mortgagor shall not subject theProperty or any part thereof to a condominium regime or any other form of multiple ownership or governance.

(d) Transfers and Liens. No Transfer shall be made or permitted to be made without the prior written consent of theMortgagee in its sole discretion. Other than Permitted Encumbrances, no Liens shall be created, issued, incurred orpermitted to exist (by operation of law or otherwise and whether prior or subordinate to the Loan Documents or thesecurity thereof) on any part of the Property or any interest therein (except in favour of the Mortgagee as security for theLoan), without the prior written consent of the Mortgagee in its sole discretion. Any Lien not permitted hereby shall bevacated and discharged from the Property by the Mortgagor forthwith. If, without the prior written consent of theMortgagee, any Transfer or Lien of any part of the Property or any interest therein (other than a Transfer or Lienotherwise expressly permitted under the terms hereof) is made, created, incurred or permitted to exist in breach of thisMortgage, then the Mortgagee, at its sole option, and without limiting its other rights and remedies hereunder, maydeclare the Loan Indebtedness (including the Prepayment Charge) to be immediately due and payable by the Mortgagorto the Mortgagee. If the Mortgagee elects to provide its consent to any Transfer in its sole discretion or if any Transfer isotherwise expressly permitted hereunder, then notwithstanding such consent or permission, each such Transfer shall besubject to satisfaction of each of the following terms and conditions (each of which shall be an obligation of theMortgagor to promptly satisfy prior to the completion of such Transfer): (i) no Event of Default shall have occurred andbe uncured and no event shall have occurred and be uncured which, with the passing of time or the giving of notice orboth, would be an Event of Default, (ii) the Mortgagee shall have approved the financial condition, managerial capacityand ownership structure of the transferee in its sole discretion, provided that such approval shall not be unreasonablywithheld in the case of a transferee whose financial condition, managerial capacity and ownership structure meetsstandards consistently applied by the Mortgagee (or following Securitization, by the Loan servicer) for approval ofmortgagors/Chargers under similar mortgage loans secured by similar properties, (iii) the transferee and each otherBorrower Entity shall execute and deliver, in the Mortgagee's form, an assumption agreement and such otherindemnities, confirmations, insurance policies (including title insurance) and opinions as the Mortgagee may require inits sole discretion, (iv) if required by the Mortgagee in its sole discretion, delivery by the Mortgagor to the Mortgagee, atMortgagor's sole expense, of a Rating Confirmation in respect of such Transfer and all related transactions; (v) theMortgagor shall pay all fees, Costs, expenses, charges and disbursements relating to such Transfer including thereasonable fees, Costs, expenses, charges and disbursements of the Mortgagee, its counsel and its servicer for review ofMortgagor's compliance with the requirements hereof and the preparation and review and/or recording of any and alldocumentation, accounting certifications or legal opinions relating thereto, including any governmental or third-partyfees, costs, taxes or assessments thereon and all fees, Costs, expenses, charges and disbursements charged by the RatingAgencies in connection with their review of such Transfer and all related transactions (whether or not a RatingConfirmation is required or issued), (vi) the Mortgagor shall pay to the Mortgagee an assumption fee (not toexceed $ 15,000), equal to 0.25% of the then-outstanding Principal Amount, and (vii) the Mortgagor shall satisfy all otherconditions imposed by the Mortgagee in respect of such Transfer in its sole discretion. Following any such Transfer, theMortgagor and each beneficial owner of the Property, including each transferee, shall be a corporation resident inCanada.

No Transfer permitted by this Mortgage shall in any way affect the validity, priority or enforceability of theLoan Documents or the security thereof or release, discharge, modify, waive, impair, or otherwise affect the respectivecovenants, obb'gations and liabilities of the transferor or any other Borrower Entity thereunder. This Section 4.02(d)supersedes the provisions governing Transfers set out in the Commitment Letter and any addenda thereto.

Notwithstanding the restrictions contained in the first paragraph of this Section 4.02(d), a Transfer of aregistered, unregistered and/or beneficial interest in the Property or any stock in the Mortgagor or in the initialunregistered/beneficial owner of the Property to a related entity affiliated with the Mortgagor or the initialunregistered/beneficial owner of the Property (each, a "Non-Arm's Length Transfer") shall be permitted without theprior written consent of, but with prior written notice to, the Mortgagee, and no assumption fee shall be payable inconnection with such Non-Arm's Length Transfer, provided that:

(i) no Event of Default shall have occurred and be uncured and no event shall have occurred and beuncured which, with the passing of time or the giving of notice or both, would be an Event of Default;

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(ii) the Mortgagor and/or the initial unregistered or beneficial owner, as applicable, shall havedemonstrated to the Mortgagee's reasonable satisfaction that such Transfer is a Non-Arm's LengthTransfer;

(iii) the Mortgagor, either directly or through an affiliate, shall retain control over the management andoperation of the Property at all times following such Non-Arm's Length Transfer; and

(iv) each of the other terms and conditions of a Transfer set out in the first paragraph of thisSection 4.02(d) (other than the requirements for Mortgagee approval in clause (ii) and payment of anassumption fee in clause (vi) of such first paragraph) are satisfied prior to the completion of suchNon-Arm's Length Transfer.

(e) Realty Taxes and Utility Charges. The Mortgagor shall pay or cause to be paid all Realty Taxes and utilitycharges when due. The Mortgagor shall deliver to the Mortgagee, receipted invoices or other evidence of payment of(i) Realty Taxes no later than each due date thereof, and (ii) utility charges upon request by the Mortgagee.

(f) Litigation. There are no existing or threatened actions, proceedings or claims against or relating to the Propertyor any Borrower Entity or, to the Charger's knowledge, any prior owner of the Property, except in each case as disclosedto and accepted by the Mortgagee in writing prior to the initial Loan advance. Upon becoming aware of any threatenedor actual action, proceeding or claim against or relating to the Property or any Borrower Entity or any prior owner of theProperty, the Mortgagor shall promptly notify and provide the Mortgagee with such information concerning same as theMortgagee may require from time to time.

(g) Property. The Property is in good condition and repair, complies with all Applicable Laws, PermittedEncumbrances, material agreements, permits, licenses and approvals, and the present use and location of the buildings,structures and other improvements (including all existing or authorized uses of the Property by tenants) are legalconforming uses under all Applicable Laws. No buildings, structures or other improvements have been made, altered orremoved from the Property since the date of the survey provided to the Mortgagee prior to the initial Loan advance andsuch survey accurately shows the location thereof. Except as expressly disclosed as exceptions to tide in Schedule B tothe lender's title insurance policy issued to the Mortgagee prior to the initial Loan advance and accepted by theMortgagee in its sole discretion, the Mortgagor is not aware of any action, proceedings, notices, judgments, orders orclaims by any Person alleging or relating to any non-compliance by the Property with any Applicable Laws, PermittedEncumbrances, material agreements or any permits, licenses or approvals and the Mortgagor shall promptly notify andprovide the Mortgagee with particulars of any default thereunder and any other information as the Mortgagee mayrequire from time to time. All services and utilities necessary for the use and operation of the Property are located in thepublic highway(s) abutting the Property (or within easements disclosed to and approved by the Mortgagee in writingprior to the initial Loan advance) and are connected and available for use. The Property has unrestricted andunconditional rights of public access to and from public highways (completed and available for public use) abutting theProperty at all existing access points. No services or materials have been provided or supplied to the Property withinfifty-five (55) days prior to the Loan advance. The Mortgagor is not aware of any existing or threatened expropriation orother similar proceeding in respect of the Property or any part thereof.

(h) Use_and Maintenance. The Mortgagor shall not change the use of or, abandon the Property, commit or permitany waste of the Property or remove or permit the removal of any building, structure or other improvement from theProperty (other than tenant's improvements removable by a tenant in accordance with its Lease). The Mortgagor shalldiligently maintain, use, manage, operate and repair the Property in a safe and insurable condition, in accordance withApplicable Laws, Permitted Encumbrances, material agreements, permits, licenses and approvals, in a prudent andbusiness-like manner, and in keeping with the highest standards for similar properties in the locality in which theProperty is situate. The Mortgagor shall promptly make or cause to be made at its expense all repairs and replacementsto the Property necessary to comply with this Subsection in a good and workmanlike manner and equal or better inquality to the original work, and in compliance with all Applicable Laws, Permitted Encumbrances, material agreements,permits, licenses and approvals.

(i) Changes to Property. The Mortgagor shall not demolish, remove, construct, alter, add to, repair or restore theProperty or any portion thereof, nor consent to or permit any such action without obtaining in each instance theMortgagee's prior written consent in its sole discretion (except for repairs and alterations costing One Hundred Thousand

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Dollars ($100,000.00) or less to complete). Nothing herein shall prevent or restrict the Mortgagor from complying withits obligations to maintain and repair the Property in accordance with this Mortgage.

(j) Management. The manager of the Property and each management agreement shall each be subject to theapproval of the Mortgagee in its sole discretion from time to time. The manager shall not be removed or replaced andthe management agreement shall not be terminated or amended without the prior written consent of the Mortgagee in itssole discretion. Upon an Event of Default, the Mortgagee may terminate, or require the Mortgagor to terminate, suchmanagement agreement and may retain, or require the Mortgagor to retain, a new manager approved by the Mortgagee(in each case at the Mortgagor's sole expense). Each management agreement shall contain termination provisionsconsistent with this Subsection.

(k) Right of Inspection. The Mortgagee, its servicer and their respective agents and employees shall have the right,subject to the rights of tenants under existing Leases, to enter and inspect the Property at all reasonable times and, exceptin an emergency or following an Event of Default, upon reasonable notice to the Mortgagor. The Mortgagee shall not bea mortgagee or chargee in possession by reason of its exercise of any such right

(1) Permits. The Mortgagor (i) has obtained all necessary permits, agreements, rights, licences, authorizations,approvals, franchises, trademarks, trade names and similar property and rights (collectively "Permits") necessary topermit the lawful construction, occupancy, operation and use of the Property; (ii) is not in default under such Permits andshall maintain all such Permits in good standing and in full force and effect; (iii) shall not terminate, amend or waive anyof its rights and privileges under any Permits without the Mortgagee's prior written consent in its sole discretion; and(iv) is not aware of any proposed changes or any notices or proceedings relating to any Permits (including pendingcancellation, termination or expiry thereof). The Mortgagor shall promptly notify and deliver to the Mortgageeparticulars of any such changes, notices or proceedings that may arise from time to time.

(m) Representations Regarding Environmental Matters. The Property and all activities conducted thereon complywith all Environmental Laws. The Property contains no Hazardous Substances (except those used in the ordinary courseof business of the Mortgagor or any tenant and in compliance with all Applicable Laws), and has not been previously,and is not currently, subject to any remediation or clean-up of Hazardous Substances and there has not been and is noprior, existing or threatened investigation, action, proceeding, notice, order, conviction, fine, judgment, claim, directive,or Lien of any nature or kind against or affecting the Property or the Mortgagor arising under or relating toEnvironmental Laws (each, an "Environmental Proceeding"). All existing environmental assessments, audits, tests andreports relating to the Property have been delivered to the Mortgagee. To the best of the Mortgagor's knowledge andbelief, there are no pending or proposed changes to Environmental Laws or any Environmental Proceedings which wouldrender illegal or affect the present use and operation of the Property. Neither the Mortgagor nor any other Person hasused or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer,produce or process Hazardous Substances or as a waste disposal site.

(n) Covenants Regardingjjnvironmental Matters. The Mortgagor shall: (i) ensure that the Property and theMortgagor comply with all Environmental Laws at all times, (ii) not permit any Hazardous Substance to be located,manufactured, stored, spilled, discharged or disposed of at, on or under the Property (except in the ordinary course ofbusiness of the Mortgagor or any tenant and in compliance with all Environmental Laws); (iii) notify the Mortgageepromptly of any threatened or actual Environmental Proceedings that may arise from time to time and provide particularsthereof; (iv) remediate and cure in a timely manner any non-compliance by the Property or the Mortgagor withEnvironmental Laws, including removal of any Hazardous Substances; and (v) provide the Mortgagee promptly uponrequest with such information and documents and take such other steps (all at the Mortgagor's expense) as may berequired by the Mortgagee to confirm and/or ensure compliance by the Property and the Mortgagor with EnvironmentalLaws.

(o) Environmental Indemnity. Without limiting any other provision of any Loan Document, the Mortgagor shallindemnify and pay, protect, defend and save the Mortgagee harmless from and against all actions, proceedings, losses,damages, liabilities, claims, demands, judgments, Costs and expenses, (including legal fees and disbursements on a fullindemnity basis) {collectively "Environmental Claims") occurring, imposed on, made against or incurred by theMortgagee arising from or relating to, directly or indirectly, whether or not disclosed by any environmental auditobtained by any Lender Entity prior to the initial Loan advance and whether or not caused by the Mortgagor or within itscontrol: (i) any actual or alleged breach of Environmental Laws relating to or affecting the Property, (ii) the actual oralleged presence, release, discharge or disposition of any Hazardous Substance in, on, over, under, from or affecting all

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or part of the Property or surrounding lands, including any personal injury or property damage arising therefrom, (in) anyactual or threatened Environmental Proceeding affecting the Property including any settlement thereof, (iv) anyassessment, investigation, containment, monitoring, remediation and/or removal of all Hazardous Substances from all orpart of the Property or surrounding areas or otherwise complying with Environmental Laws; or (v) any breach by anyBorrower Entity of any Loan Document or Applicable Laws relating to environmental matters -(includingSubsections 4.02(m) and (n) above). Notwithstanding any other Loan Document, the Mortgagor agrees that theMortgagee shall have full and unrestricted recourse to the Mortgagor, each Indemnitor and all of their respectiveproperty and assets for all such Environmental Claims.

(p) Statement of Disclosure. Each Borrower Entity has received all statements of disclosure in respect of the Loanas required by and in compliance with Applicable Laws.

(q) Estoppel Certificates. Within fifteen (15) days following a request by the Mortgagee from time to time, theMortgagor shall provide the Mortgagee with a written statement confirming the status of the Loan in form and contentrequired by the Mortgagee, including the amount of the Loan Indebtedness, interest rate and payment terms andparticulars of all existing or alleged defaults, claims, offsets or defences.

(r) Financial ancLQther Information. All financial statements and other information delivered to any Lender Entityby or on behalf of each Borrower Entity in connection with the Loan are complete and correct in all material respects andinclude all material facts and circumstances concerning the financial or other condition or status of the Property, eachBorrower Entity or its business and operations necessary to ensure all such statements and information so provided arenot misleading as of the date of delivery to such Lender Entity or as of such other date specified therein. There has beenno subsequent material adverse change in the financial or other condition of the Property, any Borrower Entity or itsbusiness and operations. No Borrower Entity has any material liability (contingent or otherwise) or other unusual orforward commitment not reflected in such financial statements. Each Borrower Entity has filed all tax returns requiredby Applicable Laws and has paid, when due all taxes, surtaxes, duties, rates, withholdings and other similar charges(including related interest, penalties and fines) imposed on it by Applicable Laws or any Governmental Authority.

(s) Financial Statements. The Mortgagor shall provide the following financial statements and information to theMortgagee, certified by the Mortgagor or the related Borrower Entity and prepared in accordance with generallyaccepted accounting principles consistently applied and in form and substance acceptable to the Mortgagee: (i) an annualoperating statement and rent roll for the Property within ninety (90) days after the end of each fiscal year; (ii) annualfinancial statements for each Borrower Entity within ninety (90) days after the end of each fiscal year of each suchPerson; and (iii) such other information with respect to the Property and/or any Borrower Entity reasonably requestedfrom time to time by the Mortgagee. If the Property is a hotel, the Mortgagor shall provide an occupancy summary forthe applicable period in form and substance acceptable to the Mortgagee in lieu of a rent roll. The Mortgagee or itsagents shall have the right to make such inspections and audits of the Property and all books and records relating to theProperty and each Borrower Entity as the Mortgagee shall determine in its sole discretion at the Mortgagor's expenseand the Mortgagor shall cooperate and shall cause each other Borrower Entity to cooperate fully therewith.

(t) Not a Construction Loan. The Mortgagor covenants, represents and warrants that the Loan and the proceedsthereof are not to be used for the purpose of securing the financing of any improvement (within the meaning of theBuilders' Lien Act (Alberta)) to the Property or for repaying any mortgage or charge which was taken to secure thefinancing of an improvement to the Property.

4.03 Performance of Covenants and Default. The Mortgagor shall observe and perform and cause to be observedand performed all covenants, provisos and conditions contained in this Mortgage and the other Loan Documents. TheMortgagor represents and warrants to the Mortgagee that no Event of Default has occurred and no event has occurredwhich with the giving of notice, lapse of time or both would constitute an Event of Default. Upon becoming aware ofany such Event of Default or event, the Mortgagor shall promptly deliver to the Mortgagee a notice specifying fullparticulars of same.

ARTICLE 5 - INSURANCE

5.01 Insurance Coverage. The Mortgagor shall maintain at its sole expense the following insurance coverages withrespect to the Property for the benefit of Mortgagee until the Loan Indebtedness has been fully paid and satisfied:(a) insurance against loss or damage by fire, casualty and other hazards as are now or subsequently covered by an "all

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risk" policy with such endorsements as the Mortgagee may reasonably require from time to time, covering one hundredpercent(100%) of the full replacement cost of the buildings, structures and improvements comprising the Property(including footings and foundations); (b) rental insurance covering one hundred percent (100%) of the total Rents fromthe Property for not less than a twelve (12) month period (to be determined once each calendar year); (c) comprehensivebroad form boiler and machinery coverage; (d) "Comprehensive General Liability Form" of commercial general liabilityinsurance coverage with the "Broad Form CGL" endorsement, providing coverage on a per occurrence basis in anamount not less than Five Million Dollars ($5,000,000.00) per occurrence; and (e) such other insurance as required bythe Mortgagee from time to time in its sole discretion. The Mortgagor represents and warrants to the Mortgagee that allsuch insurance is in full force and effect from and after the initial Loan advance.

5.02 Policy Terms. All insurance required by this Article shall have a term of not less than one year and shall be inthe form and amount and with such deductibles, endorsements and insurers as are acceptable to the Mortgagee from timeto time in its sole discretion. Original or certified copies of all insurance policies and all renewals thereof shall bedelivered by the Mortgagor to the Mortgagee prior to the initial Loan advance or renewal, as the case may be. Ifinsurance certificates or binders evidencing such insurance and acceptable to the Mortgagee are delivered prior to theinitial Loan advance or policy expiry, as the case may be, the original or certified copies of such insurance policies maybe delivered to the Mortgagee within ninety (90) days thereafter. All property, income and boiler and machinery policiesshall (i) contain either a stated amount endorsement or a waiver of any co-insurance provision, {ii) contain Canadianstandard mortgage clauses in favour of the Mortgagee, and (iii) shall name the Mortgagee as first loss payee. TheMortgagor shall not carry separate insurance, concurrent in kind or form or contributing in the event of loss, with anyinsurance required hereunder. If any insurance required by this Mortgage is not maintained by the Mortgagor at anytime, the Mortgagee may (but is not obligated to) effect such insurance in any a manner it shall determine in its solediscretion and all Costs and expenses incurred by or on behalf of the Mortgagee in maintaining such insurance shall bepayable by the Mortgagor to the Mortgagee forthwith on demand. Until paid, such Costs and expenses together withinterest thereon at the Interest Rate shall be added to the Loan Indebtedness and shall be secured by the Loan Documents.As additional and separate security for payment and performance of the Loan Indebtedness and all of its other covenantsand obligations under the Loan and the Loan Documents, the Mortgagor hereby assigns, transfers and sets over to theMortgagee, as a first priority Lien thereon, all legal and beneficial right, title and interest in and to all present and futureinsurance proceeds and expropriation awards in respect of the Property. The Mortgagor hereby authorizes and directsthe issuer of any such insurance proceeds or expropriation awards to make payment directly to the Mortgagee. Upon anEvent of Default, all insurance proceeds and expropriation awards arising in respect of the Property shall, at the option ofthe Mortgagee in its sole discretion, be applied in reduction of the Loan Indebtedness.

5.03 Comply with Insurance Policies. The Mortgagor shall pay all premiums relating to all insurance required bythis Article when due and shall promptly deliver to the Mortgagee receipted invoices or other evidence of payment TheMortgagor and shall comply with all the terms of each insurance policy required by this Mortgage and all requirementsof the insurer of each such policy. The Mortgagor shall not by any action or omission invalidate any insurance policyrequired to be carried hereunder or materially increase the premiums on any such policy above the normal premiumcharged by the carrier of such policy.

ARTICLE 6 - DAMAGE AND DESTRUCTION

6.01 Damage and Destruction/Restoration. If any damage or destruction occurs to the Property, the Mortgagorshall: (i) give prompt written notice to the Mortgagee of any damage or destruction to the Property and cause theProperty to be secured in a safe manner; (ii) promptly notify the Mortgagee of the Mortgagor's good faith estimate of thecost of the work and materials required to repair or restore such damage or destruction (the "Restoration Work");(iii) promptly commence and diligently prosecute the Restoration Work to completion in accordance with all ApplicableLaws and the provisions of this Article to a standard at least equal to the replacement value and general utility of theProperty immediately prior to such damage or destruction; (iv) complete the Restoration Work within nine (9) monthsafter the date of the damage and no later than six (6) months prior to the Maturity Date; (v) ensure that the proceeds ofthe rental insurance required by this Mortgage shall offset fully any loss of Rents throughout the completion of theRestoration Work and a reasonable period thereafter for leasing the Property or if not, prior to the commencement ofsuch Restoration Work, deposit with the Mortgagee in cash an amount equal to any deficiency (as estimated by theMortgagee and calculated to the end of the period during which the Restoration Work and lease-up will be completed) toensure that funds are available to pay when due all scheduled payments on account of the Loan Indebtedness throughoutsuch period and the Mortgagor hereby grants a first priority security interest in such cash deposit to the Mortgagee as

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security for the payment and performance of the Loan and the Loan Indebtedness and all of its other covenants andobligations under the Loan and the Loan Documents; (vi) ensure that the use, occupancy and operation of the Propertyexisting as of the initial Loan advance shall be permitted under all applicable zoning laws (or a legal non-conforming usethereunder) following completion of the Restoration Work or otherwise acceptable to the Mortgagee in its solediscretion; and (vii) pay all Costs and expenses incurred by any Lender Entity in connection with the recovery andadministration of all insurance proceeds and the Restoration Work, including approving plans and specifications,inspecting the Restoration Work, and all reasonable architects', adjusters', lawyers', engineers' and other consultants'fees and disbursements; and (viii) promptly furnish at its own expense all necessary proofs of loss and do all necessaryacts to ensure that the Mortgagee receives payment of all insurance proceeds.

6.02 Application of Insurance Proceeds. Provided no Event of Default exists, all insurance proceeds net of allreasonable architects', adjusters', lawyers', and other consultants' fees and disbursements ("Net Proceeds") shall be heldby the Mortgagee and paid out from time to time (but not more frequently than every thirty (30) days) to pay the cost ofthe Restoration Work performed in accordance with this Article on and subject to satisfaction of the following terms andconditions (each of which shah1 be an obligation of the Mortgagor to promptly satisfy): (a) Within ten (10) days of suchdamage or destruction, Mortgagor shall (i) deliver to the Mortgagee a certificate from an architect approved by theMortgagee, acting reasonably (the "Architect") estimating the cost of the Restoration Work, (ii) if the estimated costexceeds the amount of Net Proceeds then held by the Mortgagee, the Mortgagor shall deliver to the Mortgagee anunconditional, irrevocable, demand letter of credit, in form, substance and issued by a bank acceptable to the Mortgageein its sole discretion, in the amount of such excess, or a completion bond in form, substance and issued by a suretycompany acceptable to the Mortgagee in its sole discretion, {iii) provide to the Mortgagee evidence satisfactory to it in itssole discretion (including an appraisal and statements of cash flow and debt service) that upon the completion of theRestoration Work, the debt service coverage ratio and loan to value ratio (each as determined by the Mortgagee inaccordance with its then current underwriting practices) shall not be less than the debt service coverage ratio or morethan the loan to value ratio specified in the Commitment Letter, and (iv) provide to the Mortgagee evidence satisfactoryto it in its sole discretion, and agree in writing with the Mortgagee that the Restoration Work will be completed inaccordance with this Article; (b) If the Architect's estimate of the cost of the Restoration Work is equal to or exceedsFifty Thousand Dollars ($50,000.00), such Restoration Work shall be performed under the supervision of an Architectand in accordance with plans and specifications approved by the Mortgagee in its sole discretion; (c) requests forpayment of Net Proceeds held by the Mortgagee shall be made by the Mortgagor on not less than ten (10) Business Daysprior notice to the Mortgagee and shall be accompanied by a certificate of an Architect, or if the Restoration Work is notrequired to be supervised by an Architect, by a certificate of the Mortgagor addressed to the Mortgagee, stating orcontaining (i) a detailed description of the completed Restoration Work for which the request for payment is made,(ii) that such Restoration Work has been completed in compliance with this Article, and has been approved by theMortgagor and if applicable, the Architect, (iii) that the requested amount is due, or is required to reimburse theMortgagor for payments made to the contractor, subcontractors, materialmen, labourers, engineers, architects or otherpersons performing the Restoration Work and that when added to all payments previously made from Net Proceeds doesnot exceed the value of the Restoration Work done to the date, (iv) that title to the personal property included in therequest for payment is vested in the Mortgagor free and clear of all Liens, (v) the remaining cost to complete theRestoration Work, (vi) the amount of all lien holdbacks required or permitted to be maintained under Applicable Lawsin respect of such Restoration Work, (vii) the amount of such holdbacks actually maintained by the Mortgagor, and(viii) that no written notice of a construction lien, mechanics' lien, builders' lien or other similar Lien under ApplicableLaws has been received by the Mortgagor or the Architect or registered against the Property; and, (d) Prior to disbursingany Net Proceeds,(i) the Mortgagee must be satisfied in its sole discretion that all holdbacks required or permitted byApplicable Laws have been maintained and that no construction lien, mechanics' lien, builders' lien or other similar Lienunder Applicable Laws have been registered against the Property, and (ii) the Mortgagee shall have the right to inspectthe Property to determine that the Restoration Work complies with this Article. The Mortgagor irrevocably waives anyrequirement of Applicable Laws which may require the Net Proceeds to be used to restore or rebuild the Property,including the Fire Prevention (Metropolis) Act, the Insurance Act (Alberta) and the Condominium Property Act(Alberta).

6.03 Holdbacks. Notwithstanding any other provision of this Mortgage, the Mortgagee shall be entitled to retain,and not disburse, an amount equal to ten percent (10%) of the cost of the Restoration Work (the "Holdback Amount")until such time as (i) the Restoration Work has been fully completed in accordance with this Article, (ii) the Mortgageeshall have received copies of any and all final certificates of occupancy or other certificates, licenses, permits andapprovals required for the ownership, occupancy and operation of the Property in accordance with all Applicable Laws,

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(iii) all construction liens, mechanics' liens, builders' lien or other similar Lien and all holdback obligations underApplicable Laws relating to the Restoration Work have expired, (iv) all Costs and expenses of the Restoration Work(including all Costs and expenses of any Lender Entity referred to in Section 6.01(vii)) have been fully paid, and-(v) noEvent of Default exists. If any excess Net Proceeds remain after satisfaction of all of the foregoing matters, such excessproceeds shall be paid to the Mortgagor.

6.04 Event of Default. If the Mortgagor fails to comply with any of its obligations under this Article, an Event ofDefault shall have occurred, and notwithstanding any other provision hereof, the Mortgagee shall have the rightexercisable in its sole discretion to apply all Net Proceeds to the Loan Indebtedness. The Mortgagee may (but shall haveno obligation to) perform or cause to be performed any incomplete Restoration Work, and may take such other steps as itdeems advisable in connection therewith. The Mortgagor hereby waives all actions, proceedings, claims, demands andother rights against each Lender Entity arising out of any act or omission of the Mortgagee completing the RestorationWork and all matters relating thereto. The Mortgagee may apply all or any portion of the Net Proceeds (withoutcomplying with any requirements of this Article) to pay or reimburse each Lender Entity for all Costs of completing theRestoration Work without prior notice to or consent of the Mortgagor.

6.05 Proceeds of Expropriation. All proceeds of expropriation (if such proceeds do not exceed $25,000) shall bepaid to the Mortgagor and shall be re-invested in the Property. All proceeds of expropriation which exceed $25,000 (orfollowing an Event of Default, all expropriation proceeds) shall be paid to and held by the Mortgagee and maybe appliedby the Mortgagee, in its sole option exercisable in its sole discretion, to reduction of the Loan Indebtedness then due ormay be held by the Mortgagee as security for the Loan Indebtedness.

ARTICLE 7 - EVENT OF DEFAULT AND REMEDIES

7.01 Acceleration. Upon an Event of Default, the entire Loan Indebtedness shall, at the option of the Mortgagee inits sole discretion, immediately become due and payable, with interest thereon at the Interest Rate to the date of actualpayment thereof, all without notice, presentment, protest, demand, notice of dishonour or any other demand or noticewhatsoever, each of which are hereby expressly waived, and all the Mortgagee's rights and remedies under thisMortgage, the other Loan Documents, and otherwise at law and in equity shall immediately become enforceable.

7.02 Power of Sale. After an Event of Default which has continued for the minimum period provided by law, theMortgagee, on giving the minimum notice required by law, may enter on, lease or sell the Property. If permitted by law,the Mortgagee may enter on, lease or sell the Property without notice. Any sale of the Mortgaged Property by theMortgagee may be by public auction or private sale for such price and on such terms as to credit and otherwise with suchconditions of sale as the Mortgagee in its sole discretion deems proper and in accordance with Applicable Laws. If anysale is for credit or for part cash and part credit, the Mortgagee will not be accountable for or be charged with anymoneys until they are actually received. The Mortgagee may rescind or vary any contract or sale and may buy andre-sell the Mortgaged Property without being answerable for loss occasioned thereby. No purchaser will be bound toinquire into the legality, regularity or propriety of any sale or be affected by notice of any irregularity or impropriety. Nolack of default, want of notice or other requirement or any irregularity or impropriety of any kind will invalidate any salepursuant to this Mortgage and the purchaser shall not be responsible for any damage or loss caused thereby. TheMortgagee may sell without entering into actual possession of the Mortgaged Property and while in possession will beaccountable only for moneys which are actually received by it. The Mortgagee may, subject to the restrictions ofApplicable Law, sell parts of the Mortgaged Property from time to time to satisfy any portion of the Loan Indebtedness,leaving the remainder of the Mortgaged Property as security for the balance of the Loan Indebtedness. The Mortgageemay sell the Mortgaged Property or any portion of the Mortgaged Property subject to the balance of the LoanIndebtedness not yet due at the time of such sale. The Costs of any sale or other enforcement or realization proceedingspursuant to this Mortgage, the other Loan Documents and/or Applicable Laws, whether such sale or other proceedingproves abortive or not, including taking, recovering or keeping possession of the Mortgaged Property or enforcing anyother remedies pursuant to the Mortgage, the other Loan Documents and/or Applicable Laws, shall be payable upondemand by the Mortgagor to the Mortgagee with interest thereon at the Interest Rate and until paid shall be added to theLoan Indebtedness and shall be secured by the Loan Documents.

7.03 General Rights of Mortgagee. After an Event of Default, the Mortgagee may, but will not be obligated to,perform or cause to be performed any obligations of the Mortgagor pursuant to the Loan Documents, and for suchpurpose may do such things as may be required, including entering upon the Mortgaged Property and doing such thingsupon or in respect of the Property as the Mortgagee reasonably considers necessary. No such performance by the

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Mortgagee shall relieve the Mortgagor from any default hereunder. The Costs of all such actions taken by the Mortgageeshall be payable by the Mortgagor to the Mortgagee forthwith upon demand. Until paid, such Costs together withinterest thereon at the Interest Rate shall be added to the Loan Indebtedness and shall be secured by the Loan Documents.

7.04 Possession. Upon an Event of Default, the Mortgagee may enter into and take possession of the Property andshall be entitled to have, hold, use, occupy, possess and enjoy the Property without let, suit, hindrance, interruption ordenial of the Mortgagor or any other Person. The Mortgagee may maintain, repair and complete the construction of theProperty, inspect, manage, take care of, collect Rents and lease the Mortgaged Property or any part thereof for such termsand for such rents (which may extend beyond the Maturity Date) and on such conditions and provisions (includingproviding any leasehold improvements and tenant inducements) as the Mortgagee may determine in its sole discretion,which lease(s) shall have the same effect as if made by the Mortgagor, and all Costs, charges and expenses incurred bythe Mortgagee in the exercise of such rights (including allowances for the time, service, work or effort of the Mortgageeor other Lender Entity in connection therewith, and all legal fees and disbursements incurred on a full indemnity basis),together with interest thereon at the Interest Rate, shall be payable forthwith by the Mortgagor to the Mortgagee, anduntil paid shall be added to the Loan Indebtedness and shall be secured by the Loan Documents. Each lease or renewalof lease made by the Mortgagee while in possession of the Mortgaged Property shall continue for its full termnotwithstanding the termination of the Mortgagee's possession. No Lender Entity shall be liable for any loss or damagesustained by the Mortgagor or any other Person resulting from any lease entered into by the Mortgagee, any failure tolease the Property, or any part thereof, or from any other act or omission of the Mortgagee or any receiver in managingthe Property, nor shall any Lender Entity be obligated to perform or discharge any obligation or liability of theMortgagor under any Lease, Loan Document or otherwise under Applicable Laws.

7.05 Carry on Business. Upon an Event of Default, the Mortgagee may in its sole discretion, carry on, or concur inthe carrying on of all or any part of the business or undertaking of the Mortgagor relating to the Property and enter on,occupy and use the Property without charge by any Borrower Entity.

7.06 Borrow on the Security of the Property. Upon an Event of Default, the Mortgagee may raise money on thesecurity of the Property or any part thereof in priority to the security of the Loan Documents or otherwise, as reasonablyrequired for the purpose of the maintenance, preservation, protection or completion of the Property or any part thereof orto carry on all or any part of the business of the Mortgagor relating to the Property.

7.07 Receiver. Upon an Event of Default, the Mortgagee may in its discretion, with or without entering intopossession of the Mortgaged Property or any part thereof, by instrument in writing, appoint a "Receiver" (which shallinclude a receiver, manager, receiver and manager or other Person with similar powers) of the Mortgaged Property orany part thereof wirn or without security and may from time to time remove any Receiver with or without appointinganother in his stead, and in making such appointment or appointments or removing a Receiver the Mortgagee shall bedeemed to be acting for the Mortgagor (provided that no such appointment shall be revocable by the Mortgagor). Uponthe appointment of any such Receiver from time to time, and subject to the provisions of the instrument appointing suchReceiver, the following provisions shall apply: (a) such Receiver may, in die discretion of the Mortgagee and by writing,be vested with all or any of the rights, powers and discretions of the Mortgagee; (b) such Receiver, so far as concerns theresponsibility for his acts or omissions, shall be deemed the agent or attorney of the Mortgagor and not the agent of theMortgagee (unless specifically appointed by the Mortgagee as the agent of the Mortgagee); (c) neither the appointment,removal or termination of such Receiver by the Mortgagee nor any act or omission by such Receiver shall incur or createany liability on the part of the Mortgagee to the Receiver in any respect or constitute the Mortgagee a chargee ormortgagee in possession of the Property or any part thereof; (d) such Receiver shall be the irrevocable agent or attorneyof the Mortgagor (unless the Mortgagee specifically appoints such Receiver as the agent for the Mortgagee) for thecollection of all Rents falling due in respect of the Mortgaged Property or any part thereof; (e) the rights and powersconferred herein in respect of the Receiver are supplemental to and not in substitution of any other rights and powerswhich the Mortgagee may have; (f) the Mortgagee may from time to time fix the remuneration for such Receiver, whoshall be entitled to deduct the same out of revenue or sale proceeds of the Property; (g) such Receiver shall have thepower from time to time to lease any portion of the Property which may become vacant, for such term (which mayextend beyond the Maturity Date) and shall have the power to accept surrenders of or terminate any lease, in each caseon such terms and conditions as it may determine in its sole discretion and in so doing, such Receiver shall act as theattorney or agent of the Mortgagor and shall have authority to execute under seal any lease or surrender of any suchpremises or notice(s) of termination in the name of and on behalf of the Mortgagor, and the Mortgagor agrees to ratifyand confirm whatever any Receiver may do in the Property; (h) such Receiver may make such arrangements, at such

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time or times as it may deem necessary without the concurrence of any other persons, for the repairing, completing,adding to, or managing of the Property, including completing the construction of any incomplete building or buildings,structures, services or improvements on the Property, and constructing or providing for leasehold improvementsnotwithstanding that the resulting cost may exceed the original Principal Amount; (i) such Receiver shall have full powerto manage, operate, amend, repair or alter the Property or any part thereof in the name of the Mortgagor for the purposeof obtaining rental and other income from the Mortgaged Property or any part thereof; (j) no Receiver shall be liable tothe Mortgagor to account for monies other than monies actually received by it in respect of the Mortgaged Property andout of such monies so received from time to time such Receiver shall pay in the following order: (i) its remuneration asaforesaid, (ii) all obligations, Costs and expenses made or incurred by it, including any expenditures in connection withthe management, operation, leasing, maintenance, repair, construction or alteration of the Property or any part thereof orany business or undertaking carried on by the Receiver thereon, (iii) interest, principal and other monies which may be orbecome a Lien upon the Property from time to time in priority to this Mortgage, including all Realty Taxes, (iv) to theMortgagee, all Loan Indebtedness and all reserves payable to the Mortgagee under the Loan Documents, to be appb'ed insuch order as the Mortgagee in its discretion shall determine, and (v) at the discretion of the Receiver, interest, principaland other monies which may from time to time constitute a Lien on the Property subsequent in priority or subordinate tothe interest of the Mortgagee under this Mortgage, and such Receiver may retain in its discretion reasonable reserves tosatisfy accruing amounts and anticipated payments in connection with any of the foregoing; (k) the Mortgagee may atany time and from time to time terminate any receivership by notice in writing to the Mortgagor and to any Receiver; and(1) the Mortgagor hereby releases and discharges the Mortgagee and every Receiver from every claim of every nature,whether sounding in damages for negligence or trespass or otherwise, which may arise or be caused to the Mortgagor orany Person claiming through or under it by reason or as a result of anything done by the Mortgagee or any Receiverunder the provisions of this paragraph. The Mortgagor agrees to ratify and confirm all actions of any Receiver taken ormade pursuant to this provision and agrees that neither the Receiver nor any other Lender Entity shall be liable for anyloss sustained by the Mortgagor or any other Person resulting from such action or failure to act.

7.08 Power of Attorney. The Mortgagor hereby grants to the Mortgagee, with full power of substitution, anirrevocable power of attorney coupled with an interest for the following purposes: (i) to make any of the leases referredto in Section 7.04, (ii) to obtain, collect and receive any insurance proceeds or expropriation awards however arising withrespect to the Property, to compromise or settle any claims relating to such proceeds or awards, to endorse any cheques,drafts or other instruments representing such proceeds or awards, and to execute and deliver all instruments, proofs ofloss, receipts, and releases reasonably required in connection therewith, (iii) to correct any mistakes in and otherwisecompleting and perfecting any Loan Documents, (iv) to protect, perfect, preserve the security of the Loan Documentsand, following an Event of Default, to collect, enforce and realize on or under the Loan, the Loan Documents and thesecurity thereof including the exercise of any of the rights, powers, authority and discretion of the Mortgagor in respectof the Mortgaged Property, including collection of Rents and other money that may become or are now due and owing tothe Mortgagor and (v) without limiting the foregoing, to make all necessary conveyances, deeds, transfers, assurances,receipts and other documents and instruments as may be necessary to transfer good and marketable title to all or any ofthe Mortgaged Property and to complete all other matters pertaining thereto. The Mortgagor hereby ratifies all actions ofthe Mortgagee pursuant to such power of attorney and confirms that no Lender Entity shall be liable for any losssustained by the Mortgagor or any other Person resulting from any such action or any failure to act. For greater clarity, itis intended that this appointment shall include and be deemed to be an appointment of a power of attorney within themeaning of the Land Titles Act (Alberta),

ARTICLE 8 - DEALING WITH THE SECURITY

8.01 Concurrent Remedies. The Mortgagee may exercise all rights and remedies provided for in this Mortgage,any other Loan Document or otherwise under Applicable Laws concurrently or in such order and at such times as it maysee fit and will not be obligated to exhaust any right or remedy before exercising any of its other rights or remediesprovided for in this Mortgage, any other Loan Document or otherwise under Applicable Laws.

8.02 Judgments. The taking of a judgment or judgments against the Mortgagor or any other Person for breach of itsobligations contained in this Mortgage or any other Loan Document will not merge or extinguish such obligations oraffect the Mortgagee's rights to interest on the Loan Indebtedness at the Interest Rate. Any such judgment may providethat interest thereon will be computed at the Interest Rate until such judgment is fully paid and satisfied.

8.03 gemediesjCumulative, The rights and remedies of the Mortgagee under the Loan Documents are cumulativeand are in addition to and not in substitution for any rights or remedies otherwise provided under Applicable Laws. No

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right or remedy of the Mortgagee shall be exclusive of or dependent on any other right or remedy and any one or more ofsuch rights and remedies may be exercised independently or in combination from time to time. Any single or partialexercise by the Mortgagee of any right or remedy for a default or breach of any term, covenant, condition or agreementcontained in any Loan Document shall not waive, alter, affect or prejudice any other right or remedy to which theMortgagee may be lawfully entitled for such default or breach.

8.04 Extension of Time and Waiver. Neither any extension of time given by the Mortgagee to the Mortgagor orany Person claiming through the Mortgagor, nor any amendment to any Loan Document or other dealing by theMortgagee with a subsequent owner of the Property or any other Person will in any way affect or prejudice the rights ofthe Mortgagee against the Mortgagor or any other Person or Persons liable for payment of the Loan Indebtedness. TheMortgagee may waive any Event of Default in its sole discretion. No waiver will extend to a subsequent Event ofDefault, whether or not the same as or similar to the Event of Default waived, and no act or omission by the Mortgageewill extend to, or affect, any subsequent Event of Default or the rights of the Mortgagee arising from such Event ofDefault. Any such waiver must be in writing and signed by the Mortgagee. No failure on the part of the Mortgagee orthe Mortgagor to exercise, and no delay by the Mortgagee or the Mortgagor in exercising, any right pursuant to any LoanDocument or Applicable Laws will operate as a waiver of such right. No single or partial exercise of any such right willpreclude any other or further exercise of such right or the exercise of any other right.

8.05 Discharge of Mortgage and Release. The Mortgagee will have a reasonable period of time after full paymentand satisfaction of the Loan Indebtedness to prepare and execute a discharge of this Mortgage. Interest at the InterestRate will continue to run and accrue on all Loan Indebtedness until full payment has been received by the Mortgagee.All reasonable legal and other expenses for the preparation, execution, delivery and registration of the discharge will bepaid by the Mortgagor upon demand. The Mortgagor shall register such discharge. The Mortgagee may release in itsdiscretion and at any time any Person or any part or parts of the Property from all or any part of the Loan Indebtedness orany security of the Loan Documents either with or without any consideration and without releasing any other part of theProperty or any other Person from the Loan Documents or from any of the covenants contained in the Loan Documents,and without being accountable to any Borrower Entity for the value of the land released or for any money except thatactually received by the Mortgagee. Every part or lot into which the Property is or may hereafter be divided will standcharged with the entire Loan Indebtedness and neither the Mortgagor nor any other Person shall have any right to requirethat the Loan Indebtedness be apportioned with respect thereto. The Mortgagee may grant time, renewals, extensions,indulgences, releases and discharges, may take securities from and give the same up, may abstain from taking securitiesfrom or from perfecting securities, may accept compositions and proposals, and may otherwise deal with the Mortgagorand all other Persons and securities as the Mortgagee may see fit without prejudicing the rights of the Mortgagee underthe Loan or the Loan Documents. No such release or other action shall constitute, evidence or result in prepayment,repayment, readvance, accord and satisfaction, novation, nor, except as provided in such release, a release of all or anypart of the Loan Indebtedness, the Loan Documents or the security thereof, or a release of any of the other covenants,obligations or liabilities of any Borrower Entity in respect of the Loan. No such release or other action shall be bindingon the Mortgagee unless it is made in writing and executed and delivered by the Mortgagee.

ARTICLE 9 - INDEMNITY

9.01 General Indemnity. Without limiting any other provision of any Loan Document, the Mortgagor shallindemnify and pay, protect, defend and save harmless each Lender Entity from and against all actions, proceedings,claims, demands, judgments, losses, damages, liabilities, Costs or expenses (including legal fees and disbursements on afull indemnity basis), imposed upon, made against or incurred by such Lender Entity arising from or relating to directlyor indirectly (i) any breach of any Loan Document by any Borrower Entity or any remedial or other proceedings taken byany Lender Entity thereunder or pursuant thereto, (ii) any accident, injury to or death of any person or loss of or damageto property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, parking areas,streets or ways, (iii) any use, non use or condition in, on or about, or possession, alteration, repair, operation,maintenance or management of, the Property or any pan thereof or on the adjoining sidewalks, curbs, parking areas,streets or ways, (iv) performance of any labour or services or the furnishing of any materials or other property in respectof the Property or any part thereof, (v) any claim by brokers, finders or similar Persons claiming to be entitled to acommission in connection with me Loan, any Lease or other transaction involving the Property or any part thereof,(vi) any taxes, fees, Costs or expenses attributable to the execution, delivery, filing, or recording of any Loan Document,(vii) any Lien or other claim arising on or against the Property or any part thereof or asserted against any Lender Entitywith respect thereto; and/or (viii) the claims of any tenant or other Person arising under or relating to any Lease. Any

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amounts payable to the Mortgagee hereunder shall constitute part of the Loan Indebtedness, shall bear interest at theInterest Rate until paid and shall be secured by the Loan Documents.

ARTICLE 10 - MISCELLANEOUS

10.01 Defeasance. Provided no Event of Default exists and upon 30 days' prior written notice, the Mortgagor shall beentitled to obtain on any Payment Date following Securitization of the Loan by the Mortgagee a release of the security ofthis Mortgage and the Mortgagee's other security from the Property upon delivery of Defeasance Collateral (as definedbelow) as substitute security for the Loan (a "defeasance") upon and subject to compliance by the Mortgagor with thefollowing terms and conditions at its sole expense and to the satisfaction of the Mortgagee in its sole discretion: {a) theMortgagor shall pay to the Mortgagee the aggregate of (i) all accrued and unpaid interest and all other sums due underthe Loan up to and including the defeasance date, and (ii) all fees, Costs, expenses, charges and disbursements incurredby each Lender Entity relating to such defeasance, including all fees, Costs, expenses, charges and disbursements of theMortgagee, its counsel and servicer for review of the Mortgagor's compliance with the requirements for and conditionsof defeasance and the preparation, review and/or recording of any and all documentation with respect to the defeasance,accounting certificates and legal opinions relating thereto, including any governmental or third party fees, Costs, taxes orassessments thereon, and all fees, Costs, expenses, charges and disbursements charged by the Rating Agencies inconnection with their review of such defeasance transaction (whether or not a Rating Confirmation is required or issued);(b) the Mortgagor shall execute and deliver or cause to be executed and delivered each of the following in form andcontent satisfactory to the Mortgagee in its sole discretion: (i) direct, non-callable Government of Canada bonds (the"Defeasance Collateral") which shall provide for payments prior, but as close as possible, to all Payment Dates to andincluding the Maturity Date with full payment of the balance of all Loan Indebtedness on the Maturity Date, and eachsuch payment (together with the unexpended portion of any prior payment) shall be equal to or greater than thecorresponding Loan payment due and payable thereon, (ii) a promissory note made by the Mortgagor in favour of theMortgagee evidencing the continuing indebtedness of the Mortgagor under the Loan and having the same financial termsas the Loan, (iii) a security agreement creating a first priority Lien in the Defeasance Collateral in favour of theMortgagee as security for the Loan Indebtedness, (iv) a certificate of the Mortgagor certifying that all of the requirementsin this Section 10.01 have been satisfied, (v) an opinion of Mortgagor's counsel confirming that the Mortgagee has aperfected first priority Lien in the Defeasance Collateral and that the promissory note and the security agreement arevalid and legally binding obligations of the Mortgagor enforceable against it in accordance with their terms, (vi) suchfurther assurances as the Mortgagee may require to confirm the continuing liabilities and obligations of each BorrowerEntity in respect of the Loan, (vii) a Rating Confirmation in respect of such defeasance transaction, and (viii) a certificatefrom a chartered accountant who is a member of the Canadian Institute of Chartered Accountants (or certified publicaccountant that is a member of the American Institute of Certified Public Accountants) that the Defeasance Collateral issufficient to cover all remaining payments of principal and/or interest when due under the Loan, including full paymentof all Loan Indebtedness on the Maturity Date; and (c) the Mortgagor shall endorse the Defeasance Collateral in favourof the Mortgagee or as the Mortgagee may direct and, if required by the Mortgagee, shall deliver a written transfer of theDefeasance Collateral in favour of the Mortgagee and other documents, all in form and content satisfactory to theMortgagee in order to perfect the Mortgagee's first priority Lien in the Defeasance Collateral under Applicable Laws.All payments and proceeds arising from the Defeasance Collateral shall be paid directly to the Mortgagee to be appliedon account of the Loan Indebtedness as payments on account of such Loan Indebtedness become due and payablehereunder, provided that the Mortgagor shall be and remain at all times solely responsible to pay all taxes applicable tosuch payments (from sources other than the Defeasance Collateral). To the extent that any payments arising from theDefeasance Collateral and received by the Mortgagee exceed the amounts due and payable to the Mortgagee on accountof the Loan Indebtedness from time to time, and provided no Event of Default then exists, the Mortgagee shall pay suchexcess amount(s) to the Mortgagor as soon as possible following full repayment and satisfaction of all LoanIndebtedness to the Mortgagee in accordance with the provisions of this Mortgage and the other Loan Documents or atsuch earlier rime or times as the Mortgagee determines, acting reasonably, that such excess amounts) are not requiredfor the purposes of paying the Loan Indebtedness when due and payable hereunder or as security for the Loan. Untilpaid to the Mortgagor, such excess amounts) shall be held by the Mortgagee and shall be subject to the security of theLoan. The Mortgagor shall not be entitled to any interest or other investment earnings on such excess amount(s).

10.02 Continuing Obligations. The parties agree that the provisions of Section 10.01 respecting defeasance shallconstitute a substitution of security only for the continuing Loan Indebtedness (and the execution and delivery of thepromissory note by the Mortgagor being solely to evidence such continuing Loan Indebtedness) and shall not constitute,evidence or result in repayment, readvance, accord or satisfaction, release, discharge, modification of novation of all or

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any part of the Loan, Loan Indebtedness or any obligation or liability of any Borrower Entity under or in respect of anyLoan Document or a new loan by the Mortgagee to the Mortgagor. Subsequent to any such defeasance, the Mortgagorshall have no right to prepay the Loan prior to the Maturity Date. When executed and delivered to the Mortgagee, alldocuments referred to in Section 10.01 shall form part of the Loan Documents and the Mortgagee's security. Afterrelease of the Property from the Mortgagee's security, the Mortgagor shall not make or permit any transfer orencumbrance with respect to the Defeasance Collateral, except in favour of the Mortgagee.

10.03 Notice

(a) Any notice, demand or other communication required or permitted to be given or made to the Mortgagorpursuant to this Mortgage may be given or made in any manner permitted or provided by the laws applicable thereto,notwithstanding any provision of any other Loan Document to the contrary. Subject to the foregoing, any such notice,demand or communication may be given or made, at the option of the Mortgagee by personal delivery, by prepaidordinary or registered mail (to the address for service of the Mortgagor set out in this Mortgage or to the last knownaddress of the Mortgagor as shown in the Mortgagee's records) or by facsimile transmission to the facsimile number ofthe Mortgagor set out in Subsection 10.03(b) or the last known facsimile number of the Mortgagor as shown in theMortgagee's records. Such notice will be sufficient although not addressed to any Person by name or designation andnotwithstanding that any Person to be affected thereby may be unknown, unascertained or under a disability. Subject toApplicable Laws, the giving of such notice in the manner aforesaid will be as effective as if the notice had beenpersonally served on all Persons required to be served therewith.

(b) Subject to Subsection 10.03(a), any demand, notice or communication to be made or given in connection withthis Mortgage or any of the other Loan Documents shall be in writing and may be made or given by personal delivery, byregistered mail or by facsimile transmission addressed to the recipient as follows: (i) to the Mortgagor: Suite 400,630 -8* Avenue S.W., Calgary, Alberta T2P 1G6, Attention: Riaz Mamdani, Facsimile No.: (403) 770-2290; (ii) to theMortgagee: 100 University Avenue, South Tower, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Manager, MortgageBacked Securities Department, Facsimile No.: (416) 981-9788, and with a copy to the Mortgagee's servicer at: GlobalServicing Solutions Canada Corp., 111 Richmond Street W, Suite 1202, Toronto, Ontario M5H 2G4, Attention: LynneMoore, Facsimile No.: (416) 361-9756, or to such other address, individual or facsimile number as any party maydesignate by notice given to the other(s) in accordance with this Section. Any demand, notice or communication madeor given by personal delivery shall be conclusively deemed to have been made or given on the day of actual deliverythereof, and if made or given by registered mail, on the third Business Day following the deposit thereof in the mail, andif made or given by facsimile transmission, on the first Business Day following the transmittal thereof. If the partygiving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postalsystem that might affect the delivery of mail, such demand, notice or other communication shall not be mailed, but shallbe given by personal delivery or by facsimile transmission.

10.04 Severabilitv. If any term, covenant, obligation or agreement contained in this Mortgage, or the applicationthereof to any Person or circumstance, shall be invalid or unenforceable to any extent, the remaining provisions of thisMortgage or the application of such term, covenant, obligation or agreement to such other Persons or circumstances otherthan those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant,obligation or agreement contained herein shall be separately valid and enforceable to the fullest extent permitted by law.

10.05 Governing Law. This Mortgage shall be governed by the laws of the Province of Alberta and the laws ofCanada applicable therein without application of any principle of conflict of laws which may result in laws other than thelaws in force in Alberta applying to this Mortgage. The Mortgagor consents to the jurisdiction of the courts of theProvince of Alberta and irrevocably agrees that, subject to the Mortgagee's election in its sole discretion, all actions andproceedings arising out of or relating to the Loan and the Loan Documents shall be litigated in such courts and theMortgagor unconditionally accepts the non-exclusive jurisdiction of the said courts and waives any defense of forumnon-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with the Loan andthe Loan Documents, provided nothing herein shall affect the right to serve process in any other manner permitted byApplicable Laws or shall limit the right of the Mortgagee to bring any action or proceeding in connection with the Loanor any Loan Documents against the Mortgagor or any other Borrower Entity in the courts of any other jurisdiction.

10.06 Non-Merger. The terms and conditions of the Loan Documents will remain binding and effective on theparties to this Mortgage and will not merge in this Mortgage nor in any other Loan Document.

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10.07 Successors^ndI Assigns. This Mortgage will enure to the benefit of and be binding upon the Mortgagor, theMortgagee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

10.08 No Obligation to Advance. Neither the preparation, execution nor registration of any Loan Document willbind the Mortgagee to advance all or any part of the Principal Ajnount. The advance of a part of the Principal Amountwill not bind the Mortgagee to advance any unadvanced portion of the Principal Amount. Each advance of the Loanshall be subject to and governed by the terras and conditions of the Commitment Letter.

10.09 ConsenLto Disclosure* The Mortgagor acknowledges and agrees that the Loan (or securities or certificatesbacked by or representing any interest in the Loan or a pool of loans which includes the Loan) may be sold or securitizedinto the secondary market without further notice to or the consent of the Mortgagor or any other Borrower Entity. EachLender Entity from time to time may release, disclose, exchange, share, transfer and assign as it may determine in its solediscretion, all information and materials (including financial statements and information concerning the status of theLoan, such as existing or potential Loan defaults, lease defaults or other facts or circumstances which might affect theperformance of the Loan) provided to or obtained by any Lender Entity relating to any Borrower Entity, the Property orthe Loan (both before and after any Loan advance and/or default) without restriction and without notice to or the consentof the Mortgagor or any other Borrower Entity as follows: (i) to any odier Lender Entity; (ii) to any subsequent orproposed purchaser of the Loan, including any subsequent or proposed Lender Entity and their respective third partyadvisors and or agents, such as lawyers, accountants, consultants, appraisers, credit verification sources and servicers;(Hi) to the public or any private group in any offering memorandum, prospectus or other disclosure document (includingall initial and continuing disclosure requirements), regardless of format or scope of distribution; (iv) to the public orodier interested Persons, directly or indirectly through information service providers or other market participants, for diepurpose of providing market information from time to time relating to the status of the Loan or loan pools or any interesttherein regardless of format or scope of distribution; (v) to any Governmental Authority having jurisdiction over suchsale or Securitization of the Loan or loan pool or any trade of any interest in the Loan or loan pool; and (vi) to any otherPerson in connection with the sale, assignment or Securitization of the Loan or in connection with any collection orenforcement proceedings taken under or in respect of the Loan and/or the Loan Documents. The Mortgagor irrevocablyconsents to the collection, obtaining, release, disclosure, exchange, sharing, transfer and assignment of all suchinformation and materials.

10.10 Maximum Rate of Return. Notwithstanding any provision of any Loan Document to the contrary., in no eventwill the aggregate "interest*' (as defined in Section 347 of the Criminal Code (Canada)) payable under the Loan exceedthe effective annual rate of interest lawfully permitted under that Section and, if any payment, collection or demandpursuant to the Loan in respect of "interest" (as defined in that Section) is determined to be contrary to the provisions ofthat Section, such payment, collection or demand will be deemed to have been made by mutual mistake of the Mortgagorand Mortgagee and the amount of such payment or collection shall either be applied to the Loan Indebtedness (whetheror not due and payable), and not to the payment of interest (as defined in Section 347 of the said Criminal Code), or berefunded to the Mortgagor at the option of the Mortgagee. For purposes of each Loan Document, the effective annualrate of interest will be determined in accordance with generally accepted actuarial practices and principles over the termof the Loan on the basis of annual compounding of the lawfully permitted rate of interest. In the event of dispute, acertificate of a Fellow of the Canadian Institute of Actuaries appointed by the Mortgagee will be conclusive for thepurposes of such determination.

10.11 Assignment. The Mortgagee may sell, transfer and/or assign the Loan, the Loan Indebtedness, the LoanDocuments or any interest therein at any time and to any Person as the Mortgagee may determine in its sole discretionwithout prior notice to or the consent of any Borrower Entity or any other Person. No Borrower Entity may assign anyof its rights and obligations under or in respect of the Loan, the Loan Indebtedness or any of the Loan Documents.

10.12 ExpropriatioD.

(a) The Mortgagor hereby mortgages, assigns, sets over and transfers to the Mortgagee as collateral security for theLoan Indebtedness any and all awards or payments, including interest thereon, and the right to receive the same, whichmay be made with respect to the Mortgaged Property, or any pan thereof, as a result of (i) the exercise of any right ofeminent domain, (ii) any expropriation or condemnation, partial or complete, (iii) the alteration of the grade or width ofany street, including any sidewalk or lane or any injurious affection to the Mortgaged Property, ̂ iv) the imposition orenforcement of any restriction, regulation or condition to meet any building or development concept, condition, schemeor guideline for development or restriction of or by any Governmental Authority, or (v) any other injury to or decrease in

060532-383004CAL DOCS #1548288V. 2

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the value of the Mortgaged Property, or any part thereof to the extent of all amounts which may be secured by thisMortgage at the date or receipt of any such award or payment by the Mortgagee, and of reasonable legal fees, Costs anddisbursements incurred by the Mortgagee in connection with the collection of such award or payment. The Mortgagoragrees to execute and deliver, from time to time such further instruments to confirm such assignment to the Mortgagee ofany such award or payment. ^. :

(b) The Mortgagor acknowledges that it has been advised by its counsel as to the meaning of Section 49 of theExpropriation Act, Chapter E-13, R.S A. 2000, and being fully aware that under the terms of that Act the Mortgagee maybe restricted, to recovering the market value of this Mortgage and the monies hereby secured at the date of anyexpropriation, the Mortgagor hereby waives the provisions of Section 49 of the Expropriation Act and further waives anyprovisions which may be enacted and in force from time to time in replacement of or in addition to the provision ofSection 49 of the Expropriation A/ct. '•* , /r

• ' - " ' , - P . 'te7&*-' f * ; . < > > ' " • ' v ' -

10.13 Extension of Mortgage; In flic event that the Mortgagor or any of its successors in title or assigns pf theMortgaged Property and the Mortgagee shall agree to renew or extend die term of this Mortgage, such renewal orextension (anJthe rate of interest, term and amort^tionpenod agreed to by me Mortgagees respectextension) shall be binding upon the Mortgagor, its successors and assigns and the parties to all subsequent mortgage's,enciunbrahcef and other interests in the Mortgaged Property subsequent to this Mortgage (hereinafter coUe<$veiyxalled"Subsequent Encumbrances") and shall take full priority over all Subsequent Encumbrances, whettier or riot any suchrenewal or extension is filed; or records by caveat or otherwise at the applicable Land Titles Office and whether or notthe rate of interest payable or payment amortization period applicable during the renewal or extension tennis greaterthan or less than (or the same as) the rate or amortization stipulated in, or used as the basis of calculation of the MonthlyPayment due and payable under this Mortgage. The Mortgagor shall, forthwith on request therefor by the Mortgagee,provide to the Mortgagee, at the Mortgagor's expense, all such postponements and other assurances as the Mortgageemay require tcTensure the foregoing binding effect and priority. Ah* renewals (if any) shall be done at the Mortgagor'sexpense (including without limitation payment of the Mortgagee's legal expenses on a solicitor and client basis), Nosuch renewal or extension, or any amendments to this Mortgage or any other Security, arising by virtue thereof even ifmade by a successor in title to the Mortgagor named rjerein, shall in any way release or abrogate or render unenforceablethe covenants or obligations of the Mortgagor named herein, which shall continue notwithstanding such renewal orextension, : r

10.14 Mortgage Charging Clause. And for the better securing to the Mortgagee the repayment in manneraforesaid of the Loan Indebtedness and all other monies hereby secured, the Mortgagor hereby mortgages to theMortgagee all its estate and interest in the Mortgaged Property.

£ ARTICLE U - OTHER SECURITY

11.01 General Assignment of Rents and Leases,

(a), Assignment. As general and continuing security for payment and performance to the Mortgagee of the LoanIndebteoness and the observance and performance by the Mortgagor of all of its other covenants and obligations underthe Loan Documents, the Mortgagor hereby assigns, transfers, grants and sets over to the Mortgagee, as and by way of afixed and specific first priority assignment and security interest, all legal and beneficial right, title and interest in and to(i) the Rents r)ow or hereafter due and payable with full power and authority to demand, collect, sue for, recover, rf ceiveand give receipts for the Rents in the name of the Mortgagor or the owner from time to time of the Property or in thename of the Mortgagee, as the Mortgagee may determine in its sole discretion, and (ii) the Leases with full benefit andadvantage thereof including the benefit of all covenants and agreements contained in the Leases on the part of the tenantstherein^! any guarantor or indemnitor thereof to be observed, performed or kept, including all proceeds of or from anyof the foregoing. This assignment and security interest is in addition to and not in substitution for any other generalassignment of the Rents and Leases and other security granted by the Mortgagor to the Mortgagee to secure the paymentand performance of the Loan Indebtedness and the other covenants and obligations of the Mortgagor under the LoanDocuments.;/! ,

(b) Continuing Security. This assignment and security interest is given as general and continuing security for thepayment and performance to the Mortgagee of the Loan Indebtedness and the observance and performance of aH othercovenants and obligations of the Mortgagor under the Loan Documents and not in substitution for or in satisfactiontherefor. There is no agreement between the parties hereto, express or implied, to postpone the attachment of this

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assignment and security interest created hereby. The terms and conditions of this assignment shall remain binding andeffective on the parties hereto and shall not merge in or he extinguished by any other Loan Document or any judgmenttaken against the Mortgagor or any other person for breach of its obligations under this assignment or any other LoanDocument.

(c) Representations. The Mortgagor represents and warrants to the Mortgagee as follows: (i) the Mortgagor hasgood right, full power and absolute authority to assign the Rents and Leases to the Mortgagee as a first priorityassignment and security interest therein, and has granted no prior assignment, pledge, transfer, mortgage, charge, securityinterest or other encumbrance in, on or of any of the Rents or Leases; (ii) die Leases are in full force and effect and arevalid and binding obligations of each of the tenants; (iii) complete copies of each of the Leases have been delivered tothe Mortgagee; (iv) except as specifically disclosed to die Mortgagee hi writing prior to the initial Loan advance, noRents have been prepaid (except for security deposits and first and last months' rent paid in accordance with theprovisions of the applicable Lease), discounted, released, waived, compromised or otherwise discharged; (v) there is nodefault by any Person now existing under any of the Leases, nor circumstances existing which, with the giving of noticeor lapse of time or both, would constitute such a default; (vi) each Lease (other than a lease or licence of a residentialunit, room or bed) requires the tenant to attorn and become bound to the Mortgagee as tenant of its premises upon theMortgagee's request from time to time for the unexpired residue of the term of its Lease, and on the terms and conditionsof such Lease; (vii) no notice, order or claim has been given or received by or on behalf of the Mortgagor or any otherPerson alleging or relating to any default, circumstance or other dispute under any Lease or claiming any rebate,reduction, refund, set-off or other impairment of any of the Rents or relating to any dispute under a Lease; and (viii) allRents previously and hereafter charged and collected in respect of each Lease have complied with and shall comply withthe Lease and all Applicable Laws. The Mortgagor shall deliver to the Mortgagee, within ten (10) days after theMortgagee's request from time to time, a true and complete copy of every Lease and a complete list of the Leases, ascertified by the Mortgagor, setting out the demised premises, the names of the tenants, the rent payable under each of dieLeases, the date to which such rents have been paid, the terms of the Leases, the date of occupancy, the dates ofexpiration, any rent concessions and other inducements granted to tenants, and any renewal options. The Mortgagorshall promptly deliver to the Mortgagee any notice, order or claim given or received by it from time to time in respect ofthe Rents or any Lease.

(d) Restrictions on Leases and Renewals. Unless otherwise agreed by the Mortgagee in writing, each new Leaseor renewal or extension of an existing Lease shall (i) be a commercially reasonable arm's-length transaction providingfor rental rates and other terms and conditions consistent with then prevailing market rates, terms and conditions, (ii) bewritten on a standard form of lease or renewal or extension agreement with no material amendments thereto, (iii) otherthan a lease or licence of a residential unit, room or bed, provide that in the event enforcement proceedings arecommenced by the Mortgagee following an Event of Default, the tenant shall attorn to the Mortgagee and become boundto it as tenant of its premises for the then unexpired residue of the lease term and upon the terms and conditionscontained in the Lease; (iv) except for renewals and extensions of existing Leases, not permit the tenant to "go dark" orotherwise stop operating; and (v) not contain termination rights other than for landlord default. Unless otherwise agreedby the Mortgagee in writing, the Mortgagor shall require each tenant to execute and deliver to the Mortgagee anagreement, in the Mortgagee's form, confirming the attornment referred to in subsection (iii) concurrently with theexecution and delivery of each new Lease and renewal or extension of an existing Lease. Prior to executing any suchnew Lease, renewal or extension, the Mortgagor shall obtain the Mortgagee's written approval, acting reasonably, of itsmaterial terms, including the minimum rental per square foot, additional rent, any expense cap, rental escalations, rentcredits, abatements and concessions, tenant allowances, landlord's work, security deposits, term, renewal rights andoptions. The Mortgagee shall notify the Mortgagor of its decision within ten (10) business days of receiving dieMortgagor's written request for approval, failing which the Mortgagee shall be deemed to have given its approval.Provided no Event of Default shall exist, the Mortgagee's approval shall not be required with respect to any new Leaseor renewal or extension of an existing Lease which otherwise complies with this Section and which either (i) demisesless than 5,000 square feet for a term of 10 years or less (inclusive of all extensions and renewal options) or(ii) constitutes a lease or licence of a residential unit, room or bed, provided such Lease, renewal or extension is made inthe ordinary course of business in accordance with prudent leasing and management practices and prompt notice thereofis given to the Mortgagee.

(e) Covenants. The Mortgagor will not, without the prior written consent of the Mortgagee in its sole discretion:(i) accept or permit payment of the Rents or any part thereof for more than one month in advance (except for securitydeposits and fust and last months' rent paid in accordance with the provisions of the applicable Lease); iii) amend,

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modify, cancel or terminate any Lease in whole or in part, or accept the surrender of any Lease, or take or omit to takeany action or exercise any right or option which would permit the tenant under any Lease to cancel, terminate orsurrender any Lease; (iii) discount, release, waive, compromise or otherwise discharge any Rents payable under a Leaseor other obligations of any tenant or other person under a Lease; or (iv) further assign, pledge, transfer, charge, mortgage,grant a security interest in, or otherwise encumber all or any part of the Rents or Leases. Provided no Event of Defaultshall exist, the Mortgagee's consent for any action referred to in Subsections (ii) and (iii) is not required in respect of anyLease which either (i) demises less than 5,000 square feet for a term of 10 years or less (inclusive of all extensions andrenewal options) or (ii) constitutes a lease or licence of a residential unit, room or bed, provided in each case, such actionis taken in the ordinary course of business in accordance with prudent leasing and management practices and promptwritten notice thereof is given to the Mortgagee.

(f) Performance of Obligations. The Mortgagor shall observe and perform at all times all covenants andagreements contained in the Leases on its part to be observed and performed and shall cause the tenants under the Leasesto observe and perform their respective covenants, obligations and undertakings thereunder. Neither the collection of theRents nor the exercise of any right, remedy or other action or omission by the Mortgagee in respect of any of the Rentsor Leases shall make any Lender Entity or any other Person for whom the Mortgagee is in law responsible (i) liable forthe collection of any of the Rents or for the observance or performance of any of the covenants, terms, conditions oragreements contained in any of the Leases on the part of any party to be observed and performed, (ii) a chargee ormortgagee in possession, or (iii) liable for any action, proceeding, claim, demand, loss, damage, cost, expense of anynature and kind by the Mortgagor or any other Person.

(g) Event of Default. Prior to an Event of Default, the Mortgagor may demand, receive, collect and apply theRents, but only as the same fall due and payable according to the terms of each of the Leases, provided that nothingherein shall release, discharge, postpone, amend or otherwise affect the present assignment and security interest in and tothe Rents and Leases and the immediate attachment thereof. If any Event of Default occurs, the Mortgagee may delivera written notice to any tenant directing it to pay the Rents to the Mortgagee and such notice shall be good and sufficientauthority for so doing. Any payment of Rent made by a tenant to the Mortgagee after such notice is given to the tenantshall not constitute a default under such tenant's Lease.

(h) Rights of Mortgagee. Upon an Event of Default which is continuing, the Mortgagee, its agents and employees,shall have the right to enter the Property for the purpose of demanding, collecting, suing for, recovering, receiving orcompromising the Rents, giving receipts therefor, enforcing the Leases and inspecting, protecting, operating andmaintaining the Property and without being a chargee or mortgagee in possession. The Mortgagor hereby authorizes theMortgagee to perform all such acts and do all things in connection with any of the foregoing matters or the exercise ofany other rights and remedies in respect of the Rents and Leases available hereunder or under any other Loan Document,at law or in equity, including making of payments to encumbrancers whether prior or subsequent to the Mortgage, payingany Costs and expenses in connection with such acts and things and any acts by way of enforcement of the covenantsand exercising of the rights of the Mortgagor contained in the Leases or otherwise, as, when and in such manner as theMortgagee may determine in its sole discretion, which acts and things may be performed or done in the name of theMortgagor or in the name of the Mortgagee, as the Mortgagee may determine in its sole discretion. Nothing herein shallrequire the Mortgagee to collect or recover any of the Rents or to take any action or exercise any remedy or serve anynotice upon any tenant under its Lease upon any default or breach by such tenant thereunder. The Mortgagor herebyirrevocably appoints the Mortgagee as its attorney and agent coupled with an interest and with full power of substitutionto exercise any of the rights, powers, authority and discretion granted to the Mortgagor under any Lease upon theoccurrence and during the continuation of an Event of Default. The Mortgagee shall be liable to account for only suchmoneys as may actually come into its hands by virtue of this Section. Upon an Event of Default which is continuing, butsubject to the provisions of the other Loan Documents, the Mortgagee may, after payment of all Costs and expensesincurred by or on behalf of the Mortgagee in exercising any of its rights and remedies hereunder, credit the remainder ofthe moneys which it may receive in connection with the Property to payment of any amount or amounts due to theMortgagee on account of Loan Indebtedness and to payment of any reserves and the manner of the application of suchremainder and the item or items to which it shall be credited from time to time by the Mortgagee shall be in the solediscretion of the Mortgagee and until such moneys have been so applied or credited same shall be subject to thisassignment and all other security held by the Mortgagee for the Loan Indebtedness.

(i) Concurrent Remedies. The Mortgagee may exercise all rights and remedies provided for in this Section,separately and independently of any other rights and remedies provided in any Loan Documents and/or under Applicable

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Laws or concurrently with such other rights and remedies or in such combination or in such order and at such times as itmay determine in its sole discretion and will not be required to exhaust any right or remedy before exercising any of itsother rights and remedies in respect thereof.

11.02 General Security Agreement. As general and continuing security for the payment and performance to theMortgagee of the Loan Indebtedness and the observance and performance by the Mortgagor of all of its other covenantsand obligations hereunder and under the other Loan Documents, the Mortgagor hereby grants to the Mortgagee a firstpriority security interest in all present and future undertaking and property of any nature or kind, both real and personal,of the Mortgagor comprising or otherwise relating to the Property (collectively, the "Collateral") with the right topossess, use or sell the Collateral, in whole or in part, upon an Event of Default, and as further general and continuingsecurity for the payment and performance to the Mortgagee of the Loan Indebtedness and the observance andperformance by the Mortgagor of all of its other covenants and obligations hereunder and under the other LoanDocuments, the Mortgagor hereby assigns the Collateral to the Mortgagee and mortgages and charges the Collateral asand by way of a fixed and specific mortgage and charge to the Mortgagee. Without limiting the foregoing, theCollateralshall include all replacements of, substitutions for and increases, additions and accessions to any real or personalproperty comprising the Collateral and all proceeds of any Collateral in any form derived directly or indirectly from anydealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided thatthe said security interest, assignment, mortgage and charge will not (i) extend or apply to the last day of the term of anylease or any agreement therefor now held or hereafter acquired by the Mortgagor, but should the Mortgagee enforce thesaid security interest, assignment, mortgage and charge, the Mortgagor will thereafter stand possessed of such last dayand must hold it in trust to assign the same to any Person acquiring such term in the course of the enforcement of the saidassignment and mortgage and charge, or (ii) render the Mortgagee liable to observe or perform any term, covenant orcondition of any agreement, document or instrument to which the Mortgagor is a party or by which it is bound. Thissecurity interest, assignment, mortgage and charge is in addition to and not in substitution for any other general securityagreement and other security granted by the Mortgagor to the Mortgagee to secure the Loan Indebtedness and theobservance and performance by the Mortgagor of all of its other covenants and obligations of the Mortgagor hereunderand under the other Loan Documents. Without limiting the foregoing, the Collateral shall include, and the securityinterest shall attach to, all present and future right, title, estate and interest of any beneficial owner in the Collateral.

ES WITNESS WHEREOF the Mortgagor has executed this Mortgage, by the hands of its duly authorizedofficer or officers this r^ day of November, 2006 but to be made effective as of the 24th day of November, 2006.

550 CAPITAL CORP.

Per:Name: Riaz MamHaTQ"Title: President

Per:Name:Title:

IAVe have authority to bind the Corporation.

060532-383004CAL DOCS # 1548288v. 2

Schedule "A"

Lands

PLAN A1 CALGARYBLOCK SIXTY NINE (69)LOTS THIRTY EIGHT (38), THIRTY NINE (39), FORTY (40) AND FORTY ONE (41)EXCEPTING THEREOUT A PORTION AS TO SURFACE ONLY FOR ROAD WIDENING ON PLAN 8310204

ESTATE: FEE SIMPLE

MUNICIPALITY: CITY OF CALGARY

060532-383004CAL DOCS#MS288v.2

MORTGAGE

Land Titles Act (Alberta)

(Airways Business Plaza)

This Mortgage made effective the 7th day of January, 2013.

WHEREAS 1445122 ALBERTA LTD. (the "Mortgagor") is registered as owner of an estate in fee simple in possession subject, however, to permitted encumbrances in that parcel of land situate in the Province of Alberta, legally described in Schedule "A" attached hereto (the "Lands");

AND WHEREAS the Mortgagor has agreed to grant this Mortgage to COMPUTERSHARE TRUST COMPANY OF CANADA of 100 University Avenue, South Tower, 8th Floor, Toronto, Ontario M5J 2Y1 (the "Mortgagee") as general and continuing security for the payment to the Mortgagee of the Loan Indebtedness and the performance and observance of all other covenants and obligations of the Mortgagor under this Mortgage and under the other Loan Documents;

NOW THEREFORE, in consideration of the foregoing, the Mortgagor hereby covenants and agrees with the Mortgagee as follows:

ARTICLE 1- INTERPRETATION AND CONSTRUCTION

Section 1.01 Definitions.

For the purposes of this Mortgage and each of the other Loan Documents, reference to the terms "Charge", "charge", "Chargor" and "Chargee" shall mean "Mortgage", "mortgage", "Mortgagor" and "Mortgagee" respectively and vice versa.

In this Charge, unless something in the subject matter or context is inconsistent therewith:

"Adjusted Rate" means sum of the Initial Rate plus 2.5%. The Adjusted Rate will be effective on and after the Optional Prepayment Date (or if not a Business Day, the next Business Day thereafter). Such rate of interest shall be calculated semi-annually, not in advance, both before and after maturity, demand, default and judgment.

"Applicable Laws" means all applicable federal, provincial, state and municipal laws, statutes, regulations, rules, by-laws, orders, permits, licenses, authorizations, approvals and all applicable common laws or equitable principles whether now or hereafter in force and effect, whether in Canada, the United States of America or elsewhere.

"Borrower Entity" means the Chargor, each Indemnitor, each Guarantor (if any), and each Person having any registered, unregistered or beneficial ownership interest in all or any part of the Property from time to time, including if any Borrower Entity is a general or limited partnership, each general partner and limited partner comprising such partnership.

"Business Day" means any day other than a Saturday, Sunday or any statutory or civic holiday observed in the Province of Alberta.

"Charge" means, this mortgage, the recitals hereto and all schedules attached hereto.

"Chargee" means Computershare Trust Company of Canada, and each Person who acquires the right, title and interest of the Chargee under the Loan Documents.

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"Chargor" means each Person named as Mortgagor in this Charge.

"Commercial Leases" means, collectively, all present and future leases, agreements to lease, subleases, concessions, licenses and other similar agreements by which the use and occupancy of the Property or any part thereof are granted to any Person for any purpose (excluding Residential Leases but including any ground lease or head lease of any kind and for any purposes), together with all related credits, rights, options, claims, causes of action, guarantees, indemnities, security deposits and other security related thereto, including each Material Commercial Lease.

"Commitment Letter" means the commitment letter governing the Loan.

"Costs" means all fees, costs, charges and expenses of any Lender Entity for or incidental to (i) preparing, executing and registering the Loan Documents and making each advance of the Loan; (ii) collecting, enforcing and realizing on or under the Loan or the Loan Documents, including any workout or modification of the Loan or the Loan Documents agreed to by the Chargee in its sole discretion; (iii) inspecting, protecting, securing, completing, insuring, repairing, equipping, taking and keeping possession of, administering, managing, selling or leasing the Property, including curing any defaults under or renewing any leasehold interest, and all other protective disbursements or just allowances which may be added to principal or otherwise secured by this Charge under Applicable Laws; (iv) appointing a receiver, receiver and manager or other Person with similar powers (under the Loan Documents, Applicable Laws or otherwise) and all fees, costs and expenses of such receiver, receiver and manager or other Person and their respective agents; (v) obtaining any environmental audits or other inspections, tests or reports with respect to the Property; (vi) complying with any notices, orders, judgments, directives, permits, licenses, authorizations or approvals with respect to the Property; (vii) performing the obligations of any Borrower Entity under the Loan Documents; (viii) all legal fees and disbursements in connection with any of the foregoing matters, on a full indemnity or equivalent basis; (ix) allowances for the time, service, work or effort of any Lender Entity in connection with any of the foregoing matters, and if the Loan has been securitized, any recovery fee, workout fee and all special servicing fees which relate to the Loan and which become payable to any Loan servicer in such Securitization from time to time; (x) without limiting the foregoing, any other amounts, fees, costs, charges or expenses payable or reimbursable to any Lender Entity under any of the Loan Documents or Applicable Laws; and (xi) all applicable taxes on all amounts, fees, costs, charges and expenses otherwise included in "Costs". "Costs" also include interest at the Interest Rate on all such fees, costs, charges and expenses (and applicable taxes) from the date incurred until paid to the Chargee.

"Defeasance" and "Defeasance Collateral" have the meanings set out in Section 9.01, if applicable.

"Defendants" means each of 1445122 Alberta Ltd. (the "Borrower"), Airways Business Plaza Limited Partnership (the "Beneficial Owner" and Airways Business Plaza Capital Corp. (the "GP").

"Environmental Laws" means all present and future Applicable Laws, permits, certificates, licenses, agreements, standards and requirements relating to environmental or occupational health and safety matters, including the presence, release, reporting, investigation, disposal, remediation and clean-up of Hazardous Substances.

"Environmental Proceeding" has the meaning set out in Section 4.02(m) of this Charge.

"Equipment" means all machinery, equipment, appliances, furniture, furnishings, chattels, fixtures (including all heating, air conditioning, ventilating, waste disposal, sprinkler and fire and theft protection equipment, plumbing, lighting, communications and elevator fixtures) and other similar property of every kind and nature whatsoever now or hereafter located upon or used in connection with the Property or appurtenant thereto, excluding any such personal or moveable property which is owned by a Tenant.

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"Event of Default" or "default" means any of the following events: (a) any default by the Chargor in payment of all or any portion of the Loan Indebtedness when due or in payment of any Loan reserves when due under the Loan Documents; (b) if any Transfer occurs in breach or violation of the provisions of any of the Loan Documents; (c) if any Lien is made, created, issued, incurred or permitted to exist in respect of, or registered against, all or any part of the Property in breach or violation of the provisions of any of the Loan Documents (whether or not having priority over the security thereof); (d) any failure by any Borrower Entity to comply with its obligations under any of the Loan Documents with respect to insurance, including the provisions of Article 5 of this Charge; (e) any utility charges and Realty Taxes in respect of the Property are not paid when due; (f) any Borrower Entity defaults in observing or performing any other covenant, condition or obligation under any Loan Document on its part to be observed or performed which default is not cured within the applicable notice, grace or cure period, or if no such period is provided and is not expressly excluded, within thirty (30) days following written notice of such default to such Borrower Entity (but for greater certainty, there is no such notice, grace or cure period in respect of any other Event of Default separately enumerated in this definition or which is expressly stated in any Loan Document to be immediate or to have no applicable notice, grace or cure period); (g) any representation or warranty of any Borrower Entity in any Loan Document, or in any financial statement or other document at any time delivered by or on behalf of any such Borrower Entity to any Lender Entity in connection with the Loan, that is incorrect or misleading in any material respect as of the date of delivery to such Lender Entity or as of such other date specified therein; (h) any Borrower Entity becomes insolvent, makes any assignment in bankruptcy, makes any assignment for the benefit of creditors or makes any proposal to or seeks relief from its creditors under any bankruptcy, insolvency, reorganization, liquidation, moratorium, receivership or other similar laws affecting or relating to creditor's rights, any order, declaration or judgement of any court is made adjudging or declaring any Borrower Entity bankrupt or insolvent or ordering the liquidation, winding-up, reorganization or arrangement of any Borrower Entity or granting any Borrower Entity protection from its creditors or appointing any trustee, receiver, receiver and manager, administrator, sequestrator or other Person with similar powers in respect of any Borrower Entity or all or any part of its assets, or any proceedings are commenced by or against any Borrower Entity seeking any such order, declaration or judgement; (i) any default by any Borrower Entity under any mortgage, charge, hypothec, security interest or other financial encumbrance of all or any part of the Property, whether ranking in priority or subsequent to the security of the Loan Documents which is not cured within any cure periods applicable thereto; (j) any attornment of rents or withdrawal of consent to collect rents, power of sale or other sale by creditor, judicial sale, foreclosure, taking payment, taking possession or other enforcement or realization (whether or not permitted hereunder) proceedings are commenced against or in respect of any Borrower Entity, the Property or any part thereof under or in respect of such mortgage, charge, hypothec, security interest or other financial encumbrance or any holder thereof takes possession or control of any part of the Property; (k) any writ of execution, distress, attachment or other similar process is issued or levied against any Borrower Entity or all or any part of its assets, or any judgement or order is made against any Borrower Entity by a court of competent jurisdiction, and such writ, distress, attachment, process, judgment or order either (i) relates to or includes the Property or any part thereof, or (ii) in the opinion of the Chargee in its sole discretion, has or could be expected to have a Material Adverse Effect; (1) any part of the Property is expropriated and, in the opinion of the Chargee in its sole discretion, such expropriation has or could be expected to have a Material Adverse Effect; or (m) the occurrence of any other Event of Default as expressly provided or defined under any Loan Document.

"Governmental Authority" means any federal, provincial, state, municipal or other form of government or any political subdivision or agency thereof, any body or authority exercising any functions of government, and any court, whether in Canada, the United States of America or elsewhere.

"Guarantor" means each Person who has provided any guarantee of all or any part of the Loan and/or the Loan Indebtedness from time to time.


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"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by any Governmental Authority including any contaminants, pollutants, asbestos, lead, polychlorinated by-phenyl or hydrocarbon products, any materials containing same or derivatives thereof, underground storage tanks, dangerous or toxic substances or materials, controlled products, and hazardous wastes.

"Indemnitor" means each Person named as Indemnitor under any indemnity forming part of the Loan Documents.

"Initial Rate" means 4.470% per annum, which rate of interest shall be calculated semi-annually, not in advance, both before and after demand, default and judgment.

"Interest Adjustment Date" means February 1, 2013.

"Interest Rate" means (i) for the period commencing on the initial Loan advance to and including the day immediately prior to the Optional Prepayment Date, the Initial Rate; and (ii) for the period commencing on the Optional Prepayment Date to and including the date upon which the Loan Indebtedness is paid in full to the Chargee, the Adjusted Rate (which Adjusted Rate will apply and be effective for all purposes under the Loan and the Loan Documents on and after the Optional Prepayment Date).

"Judgment" means any judgment, order or decree of any court of competent jurisdiction, whether or not such judgment, order or decree is under appeal, (excluding (i) any judgement, order or decree which has been vacated or has been stayed within ten (10) days of being granted, so long as it remains vacated or stayed, as applicable, and (ii) prior to the Maturity Date hereunder, excluding any judgment, order or decree so long as all payments due under the Insured Mortgage are paid when due), against any Defendant in any Subject Action which results any one of the following:

(i) the Borrower or Beneficial Owner not having, at any time, good and marketable registered and beneficial title to the Lands, with full and unencumbered right to control the use, operation, leasing, transferring and mortgaging of the Lands, in each case free and clear of all rights, claims, title and interests of all Plaintiffs in each Subject Action;

(ii) the Borrower or Beneficial Owner not having, at any time, full ownership of, access to, and control over all income, rents and other cash flow from the Lands (including all leases of the Lands), with full and unencumbered right to use and apply such income, rents and other cash flow as it determines in its sole discretion, in each case free and clear of all rights, claims, title and interests of all Plaintiffs in each Subject Action; or

(iii) the Chargee not having, at any time, a good, valid and enforceable first priority mortgage of the Lands and first priority general assignment of rents and leases in respect of the Lands, in each case free and clear of all rights , claims, title and interests of the Plaintiffs in each Subject Action.

"Lands" means the lands and premises described in Schedule "A" hereto (including for greater certainty, all building, structures, fixtures and improvements thereon).

"Leases" means, collectively, all Commercial Leases and Residential Leases.

"Lender Entity" means each of the Chargee, the Loan servicer, the "Lender" named in the Commitment Letter, each Person having an ownership interest in the Loan from time to time, any receiver, receiver and manager, administrator or other Person with similar powers appointed by the Chargee, the issuer of any securities backed by or representing any direct or indirect interest in the


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Loan or any pool of loans that includes the Loan, and their respective employees, officers, directors, partners, agents and consultants.

"Lien" means any mortgage, charge, pledge, hypothec, assignment, lien, lease, sublease, easement, preference, priority, trust or other security interest or encumbrance of any kind or nature whatsoever with respect to any property or asset, including any title reservations, limitations, provisos or conditions.

"Loan" means the loan made by the Chargee to the Chargor in the Principal Amount pursuant to the Loan Documents.

"Loan Documents" means, collectively, all documents, instruments, agreements and opinions now or hereafter creating, evidencing, securing, guaranteeing and/or relating to the Loan and the Loan Indebtedness or any part thereof from time to time, including the Commitment Letter and this Charge.

"Loan Indebtedness" means the aggregate of (i) the Principal Amount, (ii) all interest and compound interest at the Interest Rate, (iii) Costs, (iv) the Prepayment Charge, if applicable, (v) any amount, cost, charge, expense or interest added to the Loan Indebtedness under the Loan Documents or Applicable Laws or which is otherwise due and payable thereunder or secured thereby from time to time, and (vi) all other monetary obligations of any Borrower Entity under or in respect of the Loan and the Loan Documents.

"Material Adverse Effect" means a material adverse effect on any of (i) the value or marketability of all or any part of the Property, or the servicing, development, construction, use, leasing, operation or management thereof by any Person; or (ii) the ability of any Borrower Entity to observe and perform any of its respective covenants and obligations to the Chargee under or in respect of the Loan and the Loan Documents when due, or (iii) the validity, enforceability or priority of any of the Loan Documents, any of the respective covenants, obligations and liabilities of any Borrower Entity thereunder, or any of the rights and remedies of any Lender Entity thereunder, or (iv) the business, assets, property or financial condition of any Borrower Entity, taken as a whole.

"Material Commercial Lease" means each Commercial Lease for premises of more than 5,000 square feet and having a term (inclusive of all renewal and extension options, whether or not exercised) of ten (10) years or more.

"Maturity Date" means May 1, 2023.

"Monthly Payment" means (i) for each Payment Date to and including the Optional Prepayment Date, each monthly payment of principal and interest to be paid by the Chargor to the Chargee on account of the Loan, each in the amount $38,626.45, and (ii) for each Payment Date following the Optional Prepayment Date up to and including the Maturity Date, the monthly payment of principal and interest determined by the Chargee based on the Adjusted Rate and the amortization period of the Loan.

"Obligations" has the meaning set out in Section 11.01.

"Optional Prepayment Date" means the 10th anniversary of the Interest Adjustment Date.

"Organization Documents" means, collectively, in respect of any Person other than a natural Person, all of the constating or organizational documents and instruments governing or giving rise to the creation, formation, existence, organization and operation of such Person from time to time, including (i) in respect of a corporation, its articles of incorporation, memorandum of association, articles of association, any amendments thereto and other similar or related documents and


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instruments, or (ii) in respect of any partnership, its partnership agreement, any amendments thereto, registrations and other similar or related documents and instruments; and (iii) in respect of a trust, its deed of trust or declaration of trust, any amendments thereto and other similar or related documents and instruments.

"Payment Date" means the first day of each calendar month in each and every year commencing on the first day of the first calendar month following the Interest Adjustment Date and ending on the Maturity Date.

"Permitted Encumbrances" means, as of any particular time and in respect of the Property, each of the following encumbrances: (i) all Commercial Leases which are either disclosed to and accepted by the Chargee in its sole discretion prior to the initial Loan advance or entered into subsequent to the initial Loan advance in compliance with the Loan Documents, (ii) all Residential Leases; (iii) Liens specifically set out as exceptions to title in Schedule B to the title insurance policy issued to the Chargee in respect of this Charge and accepted by the Chargee in its sole discretion prior to the initial Loan advance; (iv) Liens otherwise expressly permitted under the terms of the Loan Documents; and (v) such other title exceptions disclosed to and accepted by the Chargee in its sole discretion and in writing from time to time; provided that in the opinion of the Chargee in its sole discretion, all such Permitted Encumbrances, in the aggregate, do not have and could not be expected to have a Material Adverse Effect.

"Person" means any individual, general or limited partnership, joint venture, sole proprietorship, corporation, unincorporated association, trust, trustee, executor, administrator, legal representative or Governmental Authority.

"Plaintiffs" means, collectively and individually, each plaintiff from time to time, present or future, in any Subject Action.

"Prepayment Charge" means, with respect to any acceleration or prepayment of the Principal Amount occurring prior to the Optional Prepayment Date (including any acceleration as a result of an Event of Default), an amount equal to the greater of (A) three (3) months' interest at the Interest Rate on the Principal Amount then outstanding, and (B) the positive difference, if any, between (x) the present value on the date of such acceleration or prepayment of all future monthly payments which the Chargor would otherwise be required to pay under the Loan during the remainder of the term of the Loan up to and including the Optional Prepayment Date, absent such prepayment or acceleration, including the unpaid Principal Amount (which for the purpose of such calculation only, will be assumed to be due and payable to the Chargee on the Optional Prepayment Date), with such present value being determined by the use of a discount rate equal to the yield to maturity on the date of such acceleration or prepayment of the Government of Canada bond having the term to maturity closest to what otherwise would have been the remainder of the term of the Loan up to and including the Optional Prepayment Date, absent such acceleration or prepayment, and (y) the then outstanding Principal Amount on the date of such acceleration or prepayment. If there is more than one Government of Canada bond with a maturity equally close to what otherwise would have been the remaining term of the Loan up to and including the Optional Prepayment Date, absent the repayment by reason of such acceleration or prepayment, as the case may be, the selection of the applicable bond will be made by the Chargee, acting reasonably.

"Principal Amount" means the principal amount of $7,000,000.

"Property" means all legal and beneficial right, title, estate and interest in and to the Lands in fee simple, including any leasehold interest of the Chargor in the Lands, together with all buildings, structures, fixtures, and improvements of any nature and kind now or hereafter located on such Lands, and all Equipment, Leases, Rents and all other appurtenances thereto. Without limiting the foregoing, "Property" also includes all of the following real and personal property, rights and claims


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and in each case, both present and after-acquired: (i) all Permitted Encumbrances and material agreements, permits, licenses or approvals relating to such Property or its management or operation; (ii) all Loan reserves paid by the Chargor to the Chargee under the Loan Documents, (iii) all proceeds, awards or payments of any nature or kind, together with any interest thereon, relating to any part of such Property; (iv) all expropriation proceeds relating to such Property; (v) all insurance proceeds and any unearned insurance premiums and all refunds or rebates of Realty Taxes relating to such Property; (vi) all claims and rights relating to such Property, including any claims for loss or damage to, or diminution of value of, any part of such Property; (vii) all deposits, security or advance payments of any nature or kind relating to such Property; (viii) all surveys, drawings, designs, reports, studies, tests, plans and specifications relating to such Property; (ix) any other property subject to (or required to be subject to) the security in favour of the Chargee for the Loan Indebtedness from time to time, including any cash deposit paid to the Chargee under Section 6.01(v) of this Charge and/or all Defeasance Collateral pledged in favour of the Chargee; and (x) all renewals, substitutions, improvements, accessions, attachments, additions, replacements and proceeds to, of or from each of the foregoing components of the Property or any part thereof and all conversions of such Property or the security constituted thereby, so that immediately upon the acquisition, construction, assemblage, placement or conversion of same, each of the foregoing shall be deemed a part of the Property and shall automatically become subject to the security of the Loan Documents as fully and completely and with the same priority and effect as if now owned by the Chargor and specifically described herein, without any further mortgage, charge or hypothecation by the Chargor.

"Rating Agency" shall mean, prior to a Securitization, any one or more statistical rating organizations designated by the Chargee from time to time in its sole discretion, and, after a Securitization, each statistical rating organization which has rated the certificates or other securities that are the subject of the Securitization, and in each case, including any successor to such Persons.

"Rating Confirmation" with respect to any transaction or matter in question, means: (i) if all or any portion of the Loan, individually or together with other loans, is included in a Securitization, then each applicable Rating Agency must confirm in writing that such transaction or matter will not result in a downgrade, qualification, or withdrawal of any rating then in effect for any certificate or other securities issued in connection with such Securitization; and (ii) in addition, if all or any part of the Loan is not included in a Securitization, then the Chargee must also determine, in its sole discretion (taking into consideration such factors as the Chargee may in good faith determine, including the attributes of the loan pool in which the Loan might reasonably be expected to be securitized), that no rating for any certificate or other securities that would be issued in connection with the future Securitization of such portion of the Loan would be downgraded, qualified, or withheld by reason of such transaction or matter.

"Realty Taxes" means all taxes, duties, rates, imposts, levies, assessments and other similar charges, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, including municipal taxes, school taxes and local improvement charges, and all related interest, penalties and fines which at any time may be levied, assessed, imposed or be a Lien on all or any part of the Property.

"Receiver" has the meaning set out in Section 7.07.

"Rents" means all revenues, receipts, income, credits, deposits, profits, royalties, rents, additional rents, recoveries, accounts receivable and other receivables of any kind and nature whatsoever arising from or relating to the Property or any part thereof, including all amounts payable under any Lease and all amounts arising from or relating to any guest rooms, parking or other facilities and services, meeting rooms, common areas, restaurants or other food and beverage facilities and services, vending machines, telephone, television, cable and internet services, laundry and housekeeping facilities and services, and the provision or sale of any other goods and services, and any payment, consideration or compensation of any kind to which any Borrower Entity is or becomes


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entitled relating to or arising from, directly or indirectly, the full or partial termination, cancellation, amendment, modification or release of any Lease or any Tenant in respect thereof.

"Residential Leases" means, collectively, all present and future leases, agreements to lease, subleases, concessions, licenses and other similar agreements by which the use and occupancy of one or more residential units, rooms or beds comprising the Property are granted to any Person for residential purposes (including a hotel, motel, manufactured home community, or other similar use) or any uses ancillary thereto (but excluding any ground lease or head lease of any kind and for any purpose, which will be considered a Commercial Lease for all purposes), together with all related credits, rights, options, claims, causes of action, guarantees, indemnities, security deposits and other security related thereto.

"Securitization" means any public or private offering(s) of securities (including CMBS securities) backed by or representing any direct or indirect interest in the Loan or any pool of loans which includes the Loan.

"Subject Actions" means each of (i) the proceedings commenced against the Defendants and others in the Court of Queen's Bench of Alberta, Judicial District of Calgary as Action No. 0901-08759, as amended, withdrawn and/or refilled from time to time ("Action 08759"), and (ii) any other proceedings brought by any other person(s) from time to time before or after the advance of the Loan against any Defendant and/or the Chargee which are based on the same or similar facts as Action 08759 or otherwise relate to any of the transactions contemplated therein.

"Tenant" means any lessee, sublessee, licensee or grantee of a right of occupation under a Lease and each guarantor, indemnitor or other obligor thereunder or in respect thereof.

"Transfer" means (a) any conveyance, assignment, transfer, sale, granting or creation of an option or trust with respect to, or other disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any registered, unregistered or beneficial interest in the Property or any part thereof (but excluding any expropriation); or (b) any change in the effective voting control of any Person comprising the Chargor or any Person having any registered, unregistered or beneficial ownership interest of any part of the Property from the effective voting control of such Person existing as of the initial Loan advance (including any change of ownership more than 50% of the voting securities in the capital structure of any such Person), and including any agreement to do or complete any of the matters referred to in (a) or (b) above. For greater certainty, a Non-Arm's Length Transfer or a Permitted Transfer (each as defined in Section 4.02(d) herein) shall not be deemed to be a Transfer, provided such Non-Arm's Length Transfer or Permitted Transfer is completed in accordance with the provisions of the Loan Documents. Notwithstanding the foregoing, in the event that any Borrower Entity is or becomes a publicly held/and or publicly traded entity, the Chargee agrees that transfers of the equity interests of such entity by its stockholders or unitholders on or through a public stock exchange shall not be deemed to be a Transfer for the purposes hereof.

Section 1.02 Interpretation and Construction.

In each of the Loan Documents, including this Charge: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) the word "including" means "including, without limitation,"; (c) any reference to a statute means the statute in force as at the date hereof, together with all regulations promulgated thereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time, and any successor or replacement statute thereto; (d) any reference to the Commitment Letter, any Loan Document, any Lease or other agreement or instrument includes all amendments, addenda, modifications, extensions, renewals, restatements, supplements or replacements thereto from time to time; (e) any reference to the Chargee, Chargor (including equivalent references to such Persons, such as "Lender" and


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"Borrower"), any Indemnitor, any Guarantor, any Lender Entity or any Borrower Entity, or any other Person includes their respective heirs, executors, administrators, legal representatives, successors and permitted assigns, and reference to "corporation" includes a company or other form of body corporate; (f) all dollar amounts are expressed in Canadian dollars; (g) the division of any Loan Document into separate Articles, Sections, Subsections and Schedule(s), and the insertion of headings is for convenience of reference only and does not affect the construction or interpretation of such Loan Document; (h) the Chargee's right to give or withhold any consent or approval, make any determination or exercise any discretion will be exercised by the Chargee acting reasonably (unless otherwise expressly provided in the Loan Documents), except that following an Event of Default and notwithstanding the foregoing and any other provision of any Loan Document or Applicable Laws to the contrary, the Chargee will be entitled to give, withhold, exercise or make all such rights, determinations or discretion in its sole discretion at all times (even if such Loan Document otherwise expressly requires the Chargee to act reasonably); (i) notwithstanding any other provision of the Loan Documents or any Applicable Laws to the contrary, the words "sole discretion" mean the giving, withholding, exercising or making of the applicable right, determination or discretion in a manner that is completely and absolutely subjective and non-reviewable in all respects and that the Person giving, withholding, exercising or making such right, determination or discretion has no duty or obligation at any time to act objectively or to apply any objective criteria or to conform to any other standard, it being the intention that the exercise of "sole discretion" by any Person will not be subject at any time to any restriction, limitation, challenge or review of any kind whatsoever at any time by any Borrower Entity, any court or any other Person; (j) the Loan Documents are the result of negotiations between the parties thereto and will not be construed in favour of or against any party by reason of the extent to which any party or its legal counsel participated in its preparation; (k) notwithstanding the actual date of execution or registration of this Charge, this Charge may be referred to in the Loan Documents as having been executed as of or bearing a formal date of as set out in the recitals of this Mortgage; (1) if more than one Person is named as, or otherwise becomes liable for or assumes the obligations and liabilities of, the Chargor or any other Borrower Entity under any of the Loan Documents, then all such obligations and liabilities of all such Persons so named or who subsequently become liable for such obligations and liabilities are joint and several; (m) time is of the essence; (n) all obligations of the Chargor in the Loan Documents are deemed to be covenants by the Chargor in favour of the Chargee; (o) any reference to the knowledge, belief or awareness of the Chargor includes (and is deemed to include) the knowledge, belief and/or awareness of each Person comprising the Chargor and each Person having any registered, unregistered or beneficial ownership interest in the Property or any part thereof from time to time and their respective directors, officers, partners and employees; (p) where any reference is made in any of the Loan Documents to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of the trust) by or with respect to, a trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of the trust) by or with respect to, the trustee(s) of the trust; (q) if there is any conflict or inconsistency between any provision of this Charge and the provision of any other Loan Document, the provision of this Charge will prevail to the extent of any such conflict or inconsistency; (r) this Charge is intended by the parties to have been executed by the Chargor under seal for all purposes with the intention that this Charge be a specialty under Applicable Laws, whether or not a seal is actually affixed hereto; and (s) unless the Chargee otherwise elects at any time in writing and in its sole discretion, the mortgage, charge, assignment or security interest created by this Charge and any other Loan Document will not


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(i) extend or apply to the last day of any lease or agreement to lease in respect of real property now held or hereafter acquired by the Chargor or any other Borrower Entity as lessee, but the Chargor (for itself and on behalf of each Borrower Entity holding such leasehold interest) agrees that such last day will be held in trust for the Chargee, and if the Chargee elects to enforce such mortgage, charge, assignment or security interest in respect of such lease or agreement to lease, such last day will be assigned by the Chargor or such other Borrower Entity holding same to the Person acquiring such lease or agreement to lease from the Chargee or as the Chargee may otherwise expressly direct, (ii) extend to or apply to consumer goods or the shares of any unlimited company or unlimited liability corporation, or (iii) render the Chargee liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which the Chargor or any Borrower Entity is party or by which it is bound. This Charge is intended to supplement and not derogate from . the other Loan Documents and the existence of additional terms, conditions or provisions (including any rights, remedies, representations and warranties) contained in this Charge will not be construed as being or deemed to be in conflict with such other Loan Documents. The delivery of this Charge for registration by direct electronic transmission will have the same effect for all purposes as if this Charge was in written form, signed by the Chargor and delivered to the Chargee. For the purposes of this Mortgage and each of the other Loan Documents, reference to the terms "Charge", "charge", "Chargor" and "Chargee" shall mean "Mortgage", "mortgage", "Mortgagor" and "Mortgagee" respectively and vice versa.

Section 1.03 Survival of Representations, Warranties and Covenants.

The representations, warranties, covenants and obligations of each Borrower Entity in the Loan Documents will (i) survive the making of any advance or full or partial repayment of the Loan, any full or partial release, termination or discharge of any Loan Document, and any enforcement or realization proceedings taken by any Lender Entity under any such Loan Document or Applicable Laws; (ii) enure to the benefit of the Chargee for itself and on behalf of each Lender Entity, (iii) be fully effective and enforceable by the Chargee notwithstanding any due diligence performed by or on behalf of any Lender Entity or any breach by any Borrower Entity of any of its obligations and liabilities in respect of the Loan or any other information (to the contrary or otherwise) known to any Lender Entity at any time; and (iv) not be released, discharged or otherwise affected by the bankruptcy, winding-up, liquidation, dissolution or insolvency of, or any change in, any Borrower Entity, Lender Entity or any other Person that is a party to any agreement with any Lender Entity, including any change in the constitution of any partnership constituting any Lender Entity, Borrower Entity or other Person. Without limiting the foregoing, the representations, warranties, covenants and obligations of the Chargor under the Loan Documents shall be fully binding upon and enforceable against the Chargor when it is the beneficial owner of the Property and when it is a trustee, agent or nominee of the Property for any other Person. The representations and warranties of each Borrower Entity in the Loan Documents are deemed to be made to the Chargee, for itself and for the benefit of each Lender Entity, on the date of execution of each Loan Document by such Borrower Entity and are deemed repeated on the date of each Loan advance (whether or not expressly stated). The Chargor acknowledges and agrees that the Chargee named in this Charge may hold the Loan and Loan Documents either for its own account and/or as custodian and agent for and on behalf of all Persons having an ownership interest in the Loan from time to time and in either case, the Chargee will have the right to hold, receive, exercise, enforce and/or otherwise deal with, at all times in its sole discretion and without restriction, either directly or through a Loan servicer appointed by it, all of the rights, remedies, benefits and privileges of the Chargee under the Loan, Loan Documents and Applicable Laws. The Chargee may appoint a Loan servicer from time to time in its sole discretion, without notice to or the consent of any Borrower Entity, to collect and receive all Loan payments and proceeds, and to exercise and enforce any or all rights, remedies or benefits, or perform any or all obligations, of the Chargee under or in respect of the Loan, the Loan Documents and/or Applicable Laws, and such Loan servicer may appoint a sub-servicer from time to time in respect of any such matters. Each Borrower Entity will deal exclusively and at all times with the Chargee or the Loan servicer in respect of all matters relating to the Loan and the Loan Documents.


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Without limiting the foregoing, all enforcement actions or proceedings may be brought by the Chargee and/or the Loan servicer under or in respect of the Loan and the Loan Documents on behalf of each Lender Entity and the Chargor (for itself and on behalf of each Borrower Entity) irrevocably waives any requirement that any Person(s) having an ownership interest in the Loan from time to time be a party thereto. Notwithstanding any provision of the Loan Documents or Applicable Laws to the contrary, all claims, losses, costs or other amounts for which the Chargee is entitled to indemnity under any of the Loan Documents include claims, losses, costs or other amounts made against or incurred by the Chargee, the Loan servicer and/or each Person having an ownership interest in the Loan from time to time (whether or not specifically stated) and each such indemnity shall enure to the benefit of the Chargee, the Loan servicer and each such Person, and their respective successors and assigns. To the extent that any Lender Entity is entitled to indemnity for or in respect of any matter under any of the Loan Documents but is not a party thereto, such indemnity will be a valid and effective indemnity in favour of such Lender Entity for all purposes and the Chargee will hold and be entitled to enforce the full benefit of such indemnity on behalf of all such Lender Entities.

Section 1.04 Recourse.

Except as otherwise expressly provided in paragraph B. 19 of the Commitment Letter and notwithstanding any other provision in any Loan Document to the contrary, the respective obligations and liabilities of each Borrower Entity under the Loan and each of the Loan Documents are full recourse to each such Borrower Entity and all of its respective property and assets at all times without limitation or restriction of any kind.

ARTICLE 2 - CHARGE

Section 2.01 Charge.

As security for the payment and performance to the Chargee of the Loan Indebtedness and the observance and performance by the Chargor of all of its other covenants and obligations hereunder and under the other Loan Documents, the Chargor hereby mortgages, charges, assigns and grants a security interest in the Property to and in favour of the Chargee for the Principal Amount, together with interest and compound interest thereon at the Interest Rate and all Costs and other amounts on account of the Loan Indebtedness that may be added thereto from time to time pursuant to this Charge and Applicable Laws.

Section 2.02 Continuing Security.

This Charge will operate until all Loan Indebtedness has been fully paid to the Chargee and all other obligations of the Chargor under the Loan Documents have been fully performed, each in the manner contemplated by this Charge and the other Loan Documents, and a discharge of this Charge is executed and delivered by the Chargee to the Chargor pursuant to Section 7.13. Without limiting any other provision hereof, this Charge secures, inter alia, a current or running account and any portion of the Principal Amount may be advanced or readvanced by the Chargee in one or more sums at any future date or dates and the amount of such advances or readvances when so made will be secured by this Charge and be repayable with interest at the Interest Rate and this Charge will be security for the ultimate balance owing to the Chargee arising from the current and running accounts represented by advances or readvances of the Principal Amount or any part thereof with interest at the Interest Rate and all other amounts secured hereby and notwithstanding any change in the amount, nature or form of the Loan Indebtedness from time to time. If the whole or any part of the Principal Amount or other amount secured hereby is repaid, this Charge will be and remain valid security for any subsequent advance or readvance of any part of the Loan Indebtedness by the Chargee to the Chargor until such time as the Chargee has executed and delivered to the Chargor a complete discharge of this Charge. For the purpose of Section 104 (2) of the Land Titles Act (Alberta) it is hereby declared and agreed that this Charge may be held by the Chargee as security for, among other things, a revolving line of credit or advances of credit up to the Principal Amount.


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ARTICLE 3 - PAYMENT PROVISIONS

Section 3.01 Covenant to Pay.

The Chargor acknowledges itself indebted and promises to pay the Loan Indebtedness to the Chargee as and when provided in this Charge, without legal or equitable set-off, deduction, abatement, defence or claim of any kind.

Section 3.02 Interest.

The Principal Amount will bear interest at the Interest Rate, which interest shall be calculated semi-annually, not in advance, both before and after default, demand, maturity and judgment until paid.

The Chargor acknowledges and agrees, both for itself and on behalf of each Borrower Entity, that the change in the Interest Rate on the Optional Prepayment Date occurs solely by passage of time, and not as a result of the occurrence of any default or Event of Default.

Section 3.03 Payment Provisions.

The Chargor will pay the Loan Indebtedness to the Chargee as follows: (a) interest at the Interest Rate on the Principal Amount or such portion as may be advanced from time to time, calculated from the respective dates of such advances, shall become due and payable on the first day of each calendar month following the date of advance to and including the Interest Adjustment Date (at the option of the Chargee, such interest may be deducted from such advances); (b) from and after the Interest Adjustment Date, the Principal Amount and interest thereon at the Interest Rate computed from the Interest Adjustment Date will become due and payable by payments each in an amount equal to the Monthly Payment (which shall include principal and interest) on each Payment Date (such payments to be applied as provided in Section 3.09 hereof) and the balance of the Principal Amount with interest at the Interest Rate will become due and payable on the Maturity Date; (c) any part of the Loan Indebtedness that is not principal or interest on principal will be payable on demand with interest thereon at the Interest Rate; and (d) the balance of the Loan Indebtedness then remaining together with any interest thereon at the Interest Rate will become due and payable on the Maturity Date.

Section 3.04 Compound Interest.

Interest will accrue on overdue interest at the Interest Rate from time to time, both before and after default, demand, maturity and judgment until paid and will be due and payable by the Chargor to the Chargee forthwith. If such overdue interest and compound interest are not paid within the then current interest calculation period (being semi-annually not in advance) provided in this Charge from the time of default, a rest will be made and compound interest at the Interest Rate will be payable on the aggregate amount then due, both before and after maturity, default and judgment, and so on from time to time until paid. All compound interest will be added to the Loan Indebtedness and will be secured by the Loan Documents. To the extent permitted by Applicable Laws, the Chargor hereby waives the benefits of the Judgment Interest Act (Alberta).

Section 3.05 Receipt of Payment.

Payment will not be deemed to have been made until the Chargee has actually received such money. The Chargor assumes all risk if payments are lost or delayed. Any payment received after 12:00 noon Toronto time on any day will be deemed, for the purpose of calculation of interest, to have been made and received on the next Business Day. Payments will be made to the Chargee at such place as the Chargee may designate from time to time by notice to the Chargor.


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Section 3.06 Wire Transfer/Pre -authorized Chequing.

The Chargor, on written request from the Chargee, and at the Chargee's option, will make all payments pursuant to this Charge by pre-authorized chequing or electronic debit entry on an account maintained by the Chargor and will execute and provide such written authorizations and sample cheques as the Chargee may require.

Section 3.07 Dishonoured Cheques or Payments.

If any of the Chargor's cheques are not honoured when presented for payment or if a pre-authorized payment is not honoured, the Chargor will immediately pay the Chargee a reasonable servicing fee as determined by the Chargee or its servicer to cover the administration costs and expenses arising therefrom. Until paid, such servicing fee, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.

Section 3.08 No Right of Prepayment.

Except as expressly provided in this Section 3.08, the Loan Indebtedness may not be prepaid in whole or in part at any time prior to the Maturity Date.

Provided that the Loan has not been defeased, the Chargor may prepay all (but not less than all) of the outstanding Loan Indebtedness at any time during the term of the Loan, subject to the satisfaction of the following terms and conditions: (a) the Chargor gives the Chargee not less than thirty (30) days prior written notice of such prepayment (which notice shall be irrevocable by the Chargor and will specify the date on which such prepayment will be made), (b) if such prepayment is not made on a Payment Date, the Chargor must concurrently pay to the Chargee an amount equal to all interest that would have accrued on the outstanding Principal Amount of the Loan (absent such prepayment) at the Interest Rate up to and including the next following Payment Date, which amount will be due and payable to the Chargee in addition to all other outstanding Loan Indebtedness and (c) if such prepayment occurs prior to the Optional Prepayment Date, the Chargor must also concurrently pay a Prepayment Charge to the Chargee, in addition to all other amounts required to be paid to the Chargee in clause (b) above.

If any acceleration (including any acceleration under Section 4.02(d) hereof) or prepayment of all or any part of the Principal Amount should occur prior to the Optional Prepayment Date for any reason whatsoever (whether as a result of any Event of Default, Applicable Laws or otherwise), then the Prepayment Charge will immediately become due and payable by the Chargor to the Chargee, in addition to all other Loan Indebtedness. Such Prepayment Charge will be added to the Loan Indebtedness and until paid, will bear interest at the Interest Rate and will be secured by the Loan Documents.

The Chargor acknowledges and agrees that the Prepayment Charge represents fair and reasonable compensation for the loss that the Chargee (and any Person having an ownership interest in the Loan) may sustain from any acceleration or prepayment of the Principal Amount prior to the Optional Prepayment Date and that such Prepayment Charge is commercially reasonable and a genuine pre-estimate of such loss and is not a penalty. Nothing in this paragraph creates any right of prepayment of all or any part of the Loan Indebtedness in favour of any Borrower Entity or any other Person at any time. The Chargor agrees to indemnify, pay and save each Lender Entity harmless from and against all actions, proceedings, claims, demands, judgments, losses, damages, liabilities, costs or expenses (including legal fees) made against or incurred by such Lender Entity arising from or relating directly or indirectly to (i) the failure of the Chargor to pay such Prepayment Charge to the Chargee upon any acceleration or prepayment of the Loan (including any acceleration as a result of an Event of Default) and/or (ii) any claim, action or proceeding alleging that such Prepayment Charge is not payable to or enforceable by the Chargee under Applicable Laws for any reason. Until paid, any amounts payable to any Lender Entity hereunder, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.


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Section 3.09 Application of Payments.

Prior to an Event of Default, all amounts (including Monthly Payments) received by the Chargee on account of the Loan Indebtedness will be applied as follows, regardless of any other designation of such payments as principal, interest or other charges: first, to the repayment of sums advanced by the Chargee pursuant to the Loan or any Loan Document for any reason (other than the Principal Amount), including sums advanced to pay Realty Taxes, Costs, insurance premiums or other charges against the Property (together with interest thereon at the Interest Rate from the date of advance until paid), then to the payment of accrued but unpaid interest which is then due and payable, and finally, to reduction of the Principal Amount. Following an Event of Default, all payments received by the Chargee (regardless of any designation or allocation of such payments by any Borrower Entity as principal, interest or otherwise) will be applied by the Chargee to principal, interest and/or such other charges due under this Charge or the other Loan Documents in such order as the Chargee determines in its sole discretion.

Section 3.10 Costs.

The Chargor covenants to pay all Costs to the Chargee forthwith upon demand whether or not all or any part of the Principal Amount is advanced. Until paid, all Costs together with interest thereon at the Interest Rate will be added to the Loan Indebtedness and will be secured by the Loan Documents. The Chargor, for itself and on behalf of each Borrower Entity, agrees that any recovery fee, workout fee and all special servicing fees which become payable to any Loan servicer in respect of the Loan following Securitization and which are included in Costs are fair and commercially reasonable costs and expenses incurred by the Chargee and do not constitute a fine, penalty or default interest charged on arrears of principal or interest.

Section 3.11 Deemed Re-investment.

There will be no allowance or deduction for deemed re-investment with respect to any amounts paid to the Chargee on account of interest under the Loan.

Section 3.12 Advance Directed to Pay Reserves and Costs.

Notwithstanding any Applicable Laws to the contrary, any amounts directed from any Loan advance by the Chargor to be paid as a reserve under the Loan Documents or to be paid on account of any Costs will be considered to be fully and immediately advanced to the Chargor for all purposes, will bear interest at the Interest Rate from and after the date of such Loan advance, and shall be fully and immediately secured by the Loan Documents in priority to all other Liens.

Section 3.13 Reserves.

In addition to the Loan Indebtedness, the Chargor must pay to the Chargee all Loan reserves required by the Loan Documents when due.

ARTICLE 4 - REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01 Intentionally Deleted.

Section 4.02 Representations, Warranties and Covenants.

The Chargor represents and warrants to and covenants with the Chargee, for itself and for the benefit of each Lender Entity, as follows:

(a)

Authorization. Each Borrower Entity (i) which is a corporation, is a duly organized and validly existing corporation under the laws of its governing jurisdiction; (ii) which is a partnership or trust, is a valid and subsisting partnership or trust, as the case may be, under the laws of its governing jurisdiction; (iii) to the extent it owns any registered, unregistered or beneficial interest in the Property, has full


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power, authority and legal right to own its interest in the Property and to carry on its business with respect to the Property in compliance with all Applicable Laws and is duly licensed, registered or qualified in all jurisdictions where the character of its undertaking, property and assets or the nature of its activities makes such licensing, registration or qualification necessary or desirable; (iv) has full power, authority and legal right to enter into each of the Loan Documents to which it is a party and to do all acts and execute and deliver all other documents as are required to be done, observed or performed by it in accordance with their respective terms; (v) has taken all necessary action and proceedings to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to observe and perform the provisions of each in accordance with its terms; (vi) will maintain in good standing its existence, capacity, power and authority as a corporation, partnership or trust,. as the case may be, and shall not liquidate, dissolve, wind-up, terminate, merge, amalgamate, consolidate, reorganize or restructure or enter into any transaction or take any steps in connection therewith; (vii) will not make or permit any amendment to its Organizational Documents without the prior written consent of the Chargee in its sole discretion and (viii) which is the Chargor, is a corporation resident in Canada for the purposes of the Income Tax Act (Canada).

(b) Enforceability. The Loan Documents constitute valid and legally binding obligations of each Borrower Entity which is a party thereto enforceable against each of them in accordance with their respective terms and are not subject to any right of rescission, set-off (legal or equitable), counterclaim or defence. Neither execution and delivery of the Loan Documents, nor compliance with the terms and conditions of any of them, (i) has resulted or will result in a breach or violation of the Organizational Documents governing any Borrower Entity, (ii) has resulted or will result in a breach of or constitute a default under Applicable Laws or any agreement or instrument to which any Borrower Entity is a party or by which it or the Property or any part thereof is bound or (iii) requires any approval or consent of any Person except such as has already been obtained.

(c) Title and Security. The Chargor is the sole holder of registered title to the Property and Airways Business Plaza Limited Partnership is the sole beneficial owner of the Property. The Chargor and Airways Business Plaza Limited Partnership have good and marketable title to the Property free and clear of all Liens other than Permitted Encumbrances. This Charge and the other Loan Documents will be at all times a good and valid first priority mortgage, charge, assignment of and security interest in and of the entire legal and beneficial ownership interest in the Property in priority to all other Liens other than Permitted Encumbrances. The Chargor will defend title to the Property for the benefit of each Lender Entity from and against all actions, proceedings and claims of all Persons. The Chargor will not permit the Property or any part thereof to be subject to or included in any condominium or strata title regime or any other form of multiple ownership or governance.

(d) Transfers and Liens. No Transfer will be made or permitted to be made without the prior written consent of the Chargee acting reasonably. Other than Permitted Encumbrances, no Liens will be created, issued, incurred or permitted to exist (by operation of law or otherwise and whether prior to, pari passu with or subordinate to this Charge or the other Loan Documents or the security thereof) in respect of, or registered against, any part of the Property or any interest therein (except in favour of the Chargee as security for the Loan), without the prior written consent of the Chargee, at its sole option exercisable in its sole discretion. Any Lien not permitted hereby must be fully vacated and discharged from the Property by the Chargor forthwith. If, without the prior written consent of the Chargee, any Transfer or Lien


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of any part of the Property or any interest therein (other than a Transfer or Lien otherwise expressly permitted under the terms hereof) is made, created, incurred, taken or permitted to exist, then the Chargee, at its sole option exercisable in its sole discretion and without limiting its other rights and remedies hereunder, may declare an Event of Default to have occurred and the Loan Indebtedness (including the Prepayment Charge) to be immediately due and payable by the Chargor to the Chargee, in which event all of the Chargee's rights and remedies under this Charge, the other Loan Documents and Applicable Laws will become immediately enforceable. Notwithstanding the foregoing, if the Chargee elects to provide its consent to any Transfer or Lien, then notwithstanding such consent, such Transfer or Lien will be subject at all times to the satisfaction by the Chargor of each of the following terms and conditions prior to the completion of such Transfer, in each case at the Chargor's sole cost and expense and to the satisfaction of the Chargee in its sole discretion: (i) no Event of Default has occurred and is uncured and no event has occurred and is uncured which, with the passing of time or the giving of notice or both, would be an Event of Default, (ii) the Chargee has approved, in its sole discretion, the financial condition, managerial capacity and ownership structure of the transferee, (iii) the transferee and each other Borrower Entity must execute and deliver, in the Chargee's form, an assumption agreement and such other indemnities, confirmations, insurance policies (including title insurance) and opinions as the Chargee may require in its sole discretion, (iv) if required by the Chargee in its sole discretion, the Chargor must obtain and deliver to the Chargee, at Chargor's sole expense, a Rating Confirmation in respect of such Transfer; (v) the Chargor must pay all fees, costs and expenses (plus applicable taxes) of the Chargee, the Loan servicer and its legal counsel relating to such Transfer, its review of Chargor's compliance with these terms and conditions, the preparation and review and/or recording of any and all documents and legal opinions relating thereto, including any governmental or third-party fees, costs, taxes or assessments thereon and all fees, costs and expenses (plus applicable taxes) of the Rating Agencies in connection with their review of such Transfer and all related transactions (whether or not a Rating Confirmation is required or issued), (vi) the Chargor must pay to the Chargee an assumption fee with respect to such Transfer equal to 0.50% of the Principal Amount (such fee not to exceed $20,000), plus applicable taxes, (vii) registered title to the Property must be held at all times by a corporation resident in Canada for the purposes of the Income Tax Act (Canada), and (viii) the Chargor must satisfy all other conditions imposed by the Chargee in respect of such Transfer.

Notwithstanding any other provision of any Loan Documents to the contrary, no Transfer otherwise permitted by this Charge will be permitted, and the Chargee may withhold its consent to such Transfer, if, in the opinion of the Chargee or its legal counsel in its sole discretion, it would result in a novation of the Loan under Applicable Laws or if it has or could be expected to have a Material Adverse Effect. This Section 4.02(d) supersedes all provisions governing Transfers set out in the Commitment Letter and any addenda thereto.

Non-Arm's Length Transfer

Notwithstanding the restrictions contained in the first paragraph of this Section 4.02(d), and provided no Event of Default has occurred and is uncured and no event has occurred and is uncured which, with the passing of time on the giving of notice on both, would be an Event of Default, a Transfer of a registered, unregistered and/or beneficial interest in the Property to an affiliate of either the Chargor or any beneficial owner of the Property (each, a "Non-Arm's Length Transfer") will be permitted without the prior written consent of, but with prior


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written notice to, the Chargee, and no assumption fee shall be payable to the Chargee in connection with such Non-Arm's Length Transfer, provided that such Non-Arm's Length Transfer will be subject to the satisfaction of each of the following terms and conditions prior to the completion of each Non-Arm's Length Transfer, in each case at the Chargor's sole cost and expense and to the satisfaction of the Chargee in its sole discretion: (i) the Chargor and/or such beneficial owner of the Property must demonstrate to the Chargee's satisfaction that such Transfer is a Non-Arm's Length Transfer; (ii) the Chargor and/or such beneficial owner of the Property, either directly or through an affiliate, must retain control over the management and operation of the Property at all times following such Non-Arm's Length Transfer; and (iii) each of the other terms and conditions of a Transfer set out in the first paragraph of this Section 4.02(d) (other than the requirements for Chargee approval in clause (ii) and payment of an assumption fee,to the Chargee in clause (vi) of such first paragraph) must be satisfied by the Chargor and/or such beneficial owner.

Public Trades

Notwithstanding the restrictions contained in the first paragraph of this Section 4.02(d), any trade of any of the units or other securities of any Person comprising the Chargor on a public stock exchange in Canada will not require Chargee consent, unless such trade or trades, either alone or as part of a series of transactions, constitute or otherwise result in any merger, reorganization, combination, take over, going private or other similar transaction in respect of any Person comprising the Chargor (each of which shall be deemed to be a "Transfer" hereunder for all purposes and to which the provisions of the first paragraph of this Section 4.02(d), including the requirement for Chargee consent, shall apply in full).

(e) Realty Taxes and Utility Charges. The Chargor will pay or cause to be paid all Realty Taxes and utility charges relating to the Property when due. Without limiting the foregoing, the Chargor will also comply with its obligations under the Commitment Letter and/ or rate lock confirmation with respect to Realty Tax reserves and any applicable tax instalment payment plan applicable to the Property, including making all payments thereunder when due. The Chargor will deliver to the Chargee receipted invoices or other evidence of payment of (i) Realty Taxes, including each tax instalment, no later than each due date thereof, and (ii) utility charges upon request by the Chargee.

(f) Litigation. There are no existing or threatened actions, proceedings or claims against or relating to the Property or any Borrower Entity or, to the Chargor's knowledge, any prior owner of the Property, except in each case as disclosed to and accepted by the Chargee in writing prior to the initial Loan advance. Upon becoming aware of any threatened or actual action, proceeding or claim against or relating to the Property or any Borrower Entity or any prior owner of the Property, the Chargor will promptly notify and provide the Chargee with such information concerning same as the Chargee may require from time to time.

(g) Property. The Property is in good condition and repair, complies with all Applicable Laws, Permitted Encumbrances, material agreements, permits, licenses and approvals, and the current location, occupancy, operation and use of the buildings, structures and other improvements on the Property (including all existing and permitted uses of the Property by Tenants) either comply with all Applicable Laws, or to the extent of any non-compliance, such non-compliance is legally permitted under Applicable Laws. No buildings, structures or other improvements have been made, altered or removed from the Property since the date of the survey provided to


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the Chargee prior to the initial Loan advance and such survey accurately shows the location thereof. Except as expressly disclosed as exceptions to title in Schedule B to the title insurance policy issued to the Chargee in connection with the initial Loan advance and accepted by the Chargee in its sole discretion, the Chargor is not aware of any action, proceedings, notices, judgments, orders or claims by any Person alleging or relating to any non-compliance by the Property with any Applicable Laws, Permitted Encumbrances, material agreements or any permits, licenses or approvals and the Chargor shall promptly notify and provide the Chargee with particulars of any default thereunder and any other information as the Chargee may require from time to time. All services and utilities necessary for the use and operation of the Property are located in the public highway(s) abutting the Property (or within easements disclosed to and approved by the Chargee in writing prior to the initial Loan advance) and are connected and available for use. The Property has unrestricted and unconditional rights of public access to and from public highways (completed and available for public use) abutting the Property at all existing access points. There is no existing or threatened expropriation or other similar proceeding in respect of the Property or any part thereof.

(h) Use and Maintenance. Neither the Chargor nor any other Borrower Entity will change the use of or abandon the Property, commit or permit any waste of the Property or remove or permit the removal of any building, structure or other improvement from the Property (other than any Tenant's improvements which are removable by a Tenant in accordance with its Lease). The Chargor will diligently maintain, use, manage, operate and repair the Property in a safe and insurable condition, in accordance with Applicable Laws, Permitted Encumbrances, material agreements, permits, licenses and approvals, in a prudent and business-like manner, and in keeping with the highest standards for similar properties in the locality in which the Property is situate. The Chargor will promptly make or cause to be made at its expense all repairs and replacements to the Property necessary to comply with this Subsection in a good and workmanlike manner and equal or better in quality to the original work, and in compliance with all Applicable Laws, Permitted Encumbrances, material agreements, permits, licenses and approvals. The Lands shall at all times be used as "business premises" (as defined under the Laws of Property Act (Alberta)).

(i) Changes to Property. Neither the Chargor nor any other Borrower Entity will demolish, remove, construct, alter, add to, repair or restore the Property or any portion thereof (collectively, "Alterations") nor consent to or permit any other Person to make such Alterations, without obtaining in each instance the Chargee's prior written consent in its sole discretion (except for Alterations costing Three Hundred Thousand Dollars ($300,000) or less to complete). Nothing herein will prevent or restrict any Borrower Entity from complying with its obligations to maintain and repair the Property in accordance with the Loan Documents.

Management. The manager of the Property and each management agreement will each be subject to the prior written approval of the Chargee in its sole discretion from time to time. The manager will not be removed or replaced and the management agreement shall not be terminated or amended without the prior written consent of the Chargee in its sole discretion. Upon an Event of Default, the Chargee may terminate, or require the Chargor to terminate, any such management agreement and/or manager of the Property and may retain, or require the Chargor to retain, a new manager of the Property approved by the Chargee (in each case at the Chargor's sole expense). Each management agreement must contain termination provisions consistent with this Subsection.


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(k) Right of Inspection. The Chargee, the Loan servicer and their respective agents and employees will have the right, subject to the rights of Tenants under existing Leases, to enter and inspect the Property at all reasonable times and, except in an emergency or following an Event of Default, upon reasonable notice (which notice shall not be required to be writing) to the Chargor. The Chargee will not be considered to have taken possession of the Property or to otherwise become a mortgagee or chargee in possession of the Property by reason of its exercise of any such right.

(1) Permits. The Chargor (i) has obtained all permits, agreements, rights, licences, authorizations, approvals, franchises, trademarks, trade names and similar property and rights (collectively "Permits") necessary to permit the lawful construction and the current occupancy, operation and use of the Property; (ii) is not in default under such Permits and will maintain all such Permits in good standing and in full force and effect; (iii) will not terminate, amend or waive any of its rights and privileges under any Permits without the Chargee's prior written consent in its sole discretion; and (iv) is not aware of any proposed changes or any notices or proceedings relating to any Permits (including pending cancellation, termination or expiry thereof). The Chargor will promptly notify and deliver to the Chargee particulars of any such changes, notices or proceedings that may arise from time to time.

(m) Representations Regarding Environmental Matters. The Property and all activities conducted thereon comply with all Environmental Laws. The Property is not and will not be used at any time for the purpose of manufacturing or storing Hazardous Substances. The Property contains no Hazardous Substances (except those used incidentally in the ordinary course of business of the Chargor or any Tenant and in compliance with all Applicable Laws), has not been previously, and is not currently, subject to any remediation or clean-up of Hazardous Substances and there has not been and is no prior, existing or threatened investigation, action, proceeding, notice, order, conviction, fine, judgment, claim, directive or Lien of any nature or kind against or affecting the Property or any Borrower Entity arising under or relating to Environmental Laws (each, an "Environmental Proceeding"). All existing environmental assessments, audits, tests and reports relating to the Property have been delivered to the Chargee. To the best of the Chargor's knowledge and belief, there are no pending or proposed changes to Environmental Laws or any Environmental Proceedings which would render illegal or affect the present use and operation of the Property. Neither the Chargor nor any other Person has used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances or as a waste disposal site.

(n) Covenants Regarding Environmental Matters. The Chargor will: (i) ensure that the Property and each Borrower Entity comply with all Environmental Laws at all times; (ii) not permit any Hazardous Substance to be located, manufactured, stored, spilled, discharged or disposed of at, on or under the Property (except those used incidentally in the ordinary course of business of the Chargor or any Tenant and in compliance with all Environmental Laws); (iii) ensure that any Hazardous Substance brought onto the Property or used by any person on the Property shall be transported, used and stored only in accordance with Environmental Laws; (iv) notify the Chargee promptly of any actual, threatened or potential escape, seepage, leakage, spillage, release or discharge of any Hazardous Substance on, from, or under the Property; (v) notify the Chargee promptly of any threatened or actual Environmental Proceedings that may arise from time to time and provide particulars thereof; (vi) remediate and cure in a timely manner any non-compliance by the Property or any Borrower Entity with Environmental Laws, including removal of


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any Hazardous Substances; and (vii) provide the Chargee promptly upon request with such information and documents and take such other steps (all at the Chargor's expense) as may be required by the Chargee to confirm and/or ensure compliance by the Property, each Borrower Entity and each Tenant of the Property with Environmental Laws.

(o) Environmental Indemnity. Without limiting any other provision of any Loan Document, the Chargor will indemnify and pay, protect, defend and save each Lender Entity harmless from and against all actions, proceedings, losses, damages, liabilities, claims, demands, judgments, costs and expenses (including legal fees and disbursements on a full indemnity or equivalent basis) (collectively "Environmental Claims") occurring, imposed on, made against or incurred by such Lender Entity arising from or relating to, directly or indirectly, whether or not disclosed by any environmental assessment obtained by any Lender Entity prior to the initial Loan advance and whether or not caused by the Chargor or within its control: (i) any actual or alleged breach of Environmental Laws relating to or affecting the Property, (ii) the actual or alleged presence, release, discharge or disposition of any Hazardous Substance in, on, over, under, from or affecting all or part of the Property or surrounding lands, including any personal injury or property damage arising therefrom, (iii) any actual or threatened Environmental Proceeding affecting the Property including any settlement thereof, (iv) any assessment, investigation, containment, monitoring, remediation and/or removal of all Hazardous Substances from all or part of the Property or surrounding areas or otherwise complying with Environmental Laws; or (v) any breach by any Borrower Entity of any Loan Document or Applicable Laws relating to environmental matters (including Section 4.02(m) and Section 4.02(n) above). Notwithstanding any other provision of this Charge or any other Loan Document, the Chargor agrees that each Lender Entity will have full and unrestricted recourse to the Chargor, each Indemnitor and all of their respective property and assets for all such Environmental Claims.

(p) Estoppel Certificates. Within fifteen (15) days following a request by the Chargee from time to time, the Chargor will provide the Chargee with a written statement confirming the status of the Loan in form and content required by the Chargee or Loan servicer, including the amount of the Loan Indebtedness, interest rate and payment terms and particulars of all existing or alleged defaults, claims, offsets or defences.

(q) Financial and Other Information. All financial statements and other information delivered to any Lender Entity by or on behalf of each Borrower Entity in connection with the Loan are complete and correct in all material respects as of the date of delivery to such Lender Entity or as of such other date specified therein, and include all material facts and circumstances concerning the financial or other condition or status of the Property, each Borrower Entity or its business and operations necessary to ensure all such statements and information so provided are not misleading as of the date of delivery to such Lender Entity or as of such other date specified therein. There has been no material adverse change in the financial or other condition of the Property, any Borrower Entity or its business and operations since the date such statements and information were delivered to such Lender Entity or since the date specified therein, as applicable. No Borrower Entity has any material liability (contingent or otherwise) or other unusual or forward commitment not reflected in such financial statements. Each Borrower Entity has filed all tax returns required by Applicable Laws and has paid, when due, all taxes, surtaxes, duties, rates, withholdings, all source deductions (for income tax, employment insurance and other matters) and other similar charges (including related interest, penalties and

Airzvays Business Plaza - Mortgage

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fines) imposed on it or required to be made by Applicable Laws or any Governmental Authority.

(r) Financial Statements. The Chargor will provide the following financial statements and information to the Chargee, certified by the Chargor or the related Borrower Entity and prepared in accordance with generally accepted accounting principles consistently applied and in form and substance acceptable to the Chargee: (i) an annual operating statement and rent roll for the Property by January 30 of each calendar year; (ii) annual financial statements for each Borrower Entity within ninety (90) days after the end of each fiscal year of each such Person; and (iii) such other information with respect to the Property and/or any Borrower Entity reasonably requested from time to time by the Chargee. If the Property is a hotel, the Chargor will provide an occupancy summary for the applicable period in form and substance acceptable to the Chargee in lieu of a rent roll. The Chargee, the Loan servicer and/or their respective agents have the right to make inspections and audits of the Property and all books and records relating to the Property and each Borrower Entity at such time(s) as the Chargee may determine in its sole discretion and at the Chargor's expense, and the Chargor will cooperate and will cause each other Borrower Entity to cooperate fully therewith.

(s) Not a Construction Loan. Except as otherwise expressly disclosed by the Chargor in writing and accepted by the Chargee prior to the initial Loan advance, the Chargor covenants, represents and warrants that the Loan and the proceeds thereof are not to be used for the purpose of securing the financing of any improvement (within the meaning of the Builders' Lien Act (Alberta)) to the Property or for repaying any mortgage or charge which was taken to secure the financing of an improvement to the Property.

Section 4.03 Performance of Covenants and Default.

The Chargor will observe and perform and cause to be observed and performed all covenants, provisos and conditions contained in this Charge and the other Loan Documents. The Chargor represents and warrants to the Chargee, as of the date of each Loan advance, that no Event of Default has occurred and no event has occurred which with the giving of notice, lapse of time or both would constitute an Event of Default. Upon becoming aware of any such Event of Default or event, the Chargor will promptly deliver to the Chargee a notice specifying full particulars of same.

ARTICLE 5 - INSURANCE

Section 5.01 Insurance Coverage.

The Chargor must maintain at its sole expense the following insurance coverages with respect to the Property for the benefit of the Chargee (for itself and on behalf of each Person having an ownership interest in the Loan from time to time) until the Loan Indebtedness has been fully paid and satisfied: (a) insurance against loss or damage by fire, casualty and other hazards as are now or subsequently covered by an "all risk" policy with such endorsements as the Chargee may reasonably require from time to time, covering one hundred percent (100%) of the full replacement cost of the buildings, structures and improvements comprising the Property (including footings and foundations); (b) rental insurance covering one hundred percent (100%) of the total Rents from the Property for not less than an eighteen (18) month period (to be determined once each calendar year); (c) comprehensive broad form boiler and machinery coverage; (d) "Comprehensive General Liability Form" of commercial general liability insurance coverage with the "Broad Form CGL" endorsement, providing coverage on a per occurrence basis in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence; (e) during such time or times as there is construction of any buildings


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or other improvements on the Property (it being acknowledged that such construction is subject to the prior written approval of the Chargee in its sole discretion), builders' all risk insurance; and (f) such other insurance as required by the Chargee from time to time in its sole discretion. The Chargor represents and warrants to the Chargee that all such insurance is in full force and effect from and after the initial Loan advance.

Section 5.02 Policy Terms.

All insurance required by this Article must have a term of not less than one year and must be in the form and amount and with such deductibles, endorsements and with such insurers as are acceptable to the Chargee from time to time in its sole discretion. Original or certified copies of all insurance policies will be delivered by the Chargor to the Chargee immediately and evidence of its renewal or replacement must be delivered not less than thirty (30) days before any policy expires or is terminated. If insurance certificates or binders evidencing such insurance and acceptable to the • Chargee are delivered prior to the initial Loan advance or renewal, as the case may be, the original or certified copies of such insurance policies may be delivered to the Chargee within ninety (90) days thereafter. All property, income and boiler and machinery policies will, in a manner satisfactory to the Chargee (i) contain either a stated amount endorsement or a waiver of any co-insurance provision, (ii) contain Canadian standard mortgage clauses in favour of the Chargee, and (iii) name the Chargee, on behalf of itself and any other Person having an ownership interest in the Loan from time to time, as first loss payee. Following any Securitization of the Loan or any interest therein, each insurance policy required to be maintained by the Chargor hereunder must be acceptable to the Rating Agencies at all times. The Chargor will not carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required hereunder. If any insurance required by this Charge is not maintained by the Chargor at any time, the Chargee may (but is not obligated to) effect such insurance in any manner it shall determine in its sole discretion and all costs and expenses incurred by or on behalf of the Chargee in maintaining such insurance will be payable by the Chargor to the Chargee forthwith on demand. Until paid, such costs and expenses together with interest thereon at the Interest Rate will be added to the Loan Indebtedness and will be secured by the Loan Documents. As additional and separate security for payment and performance of the Loan Indebtedness and all of its other covenants and obligations under the Loan and the Loan Documents, the Chargor hereby assigns, transfers, grants a security interest in, and sets over to the Chargee, as a first priority Lien thereof, all legal and beneficial right, title and interest in and to all present and future insurance proceeds and expropriation awards in respect of the Property. The Chargor hereby authorizes and directs the issuer of any such insurance proceeds or expropriation awards to make payment directly to the Chargee. Upon an Event of Default, all insurance proceeds and expropriation awards arising in respect of the Property will, at the option of the Chargee in its sole discretion, be applied in reduction of the Loan Indebtedness.

Section 5.03 Comply with Insurance Policies.

The Chargor will pay all premiums relating to all insurance required by this Article when due and shall promptly deliver to the Chargee receipted invoices or other evidence of payment. The Chargor will comply with all the terms of each insurance policy required by this Charge and all requirements of the insurer of each such policy. The Chargor will not by any action or omission invalidate any insurance policy required to be carried hereunder or materially increase the premiums on any such policy above the normal premium charged by the carrier of such policy.

ARTICLE 6 - DAMAGE AND DESTRUCTION

Section 6.01 Damage and Destruction/Restoration.

If any damage or destruction occurs to the Property, the Chargor will: (i) give prompt written notice to the Chargee of any damage or destruction to the Property and cause the Property to be secured in a safe manner; (ii) promptly notify the Chargee of the Chargor's good faith estimate of the


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cost of the work and materials required to repair or restore such damage or destruction (the "Restoration Work"); (iii) promptly commence and diligently prosecute the Restoration Work to completion in accordance with all Applicable Laws and the provisions of this Article to a standard at least equal to the replacement value and general utility of the Property immediately prior to such damage or destruction; (iv) complete the Restoration Work within nine (9) months after the date of the damage and no later than six (6) months prior to the Maturity Date; (v) ensure that the proceeds of the rental insurance required by this Charge shall offset fully any loss of Rents throughout the completion of the Restoration Work and a reasonable period thereafter for leasing the Property or if not, prior to the commencement of such Restoration Work, deposit with the Chargee in cash an amount equal to any deficiency (as estimated by the Chargee and calculated to the end of the period during which the Restoration Work and lease-up will be completed), to ensure that funds are available to pay when due all scheduled payments on account of the Loan Indebtedness throughout such period and the Chargor hereby grants a first priority security interest in such cash deposit and all proceeds of any such letter of credit to the Chargee as security for the payment and performance of the Loan and the Loan Indebtedness and all of its other covenants and obligations under the Loan and the Loan Documents; (vi) ensure that following completion of such Restoration Work, the same location, density, occupation, operation and use of the Property that existed at the time of the initial Loan advance will be legally permitted under all Applicable Laws (or a legal non-conforming use), unless otherwise approved by the Chargee in its sole discretion; (vii) pay all costs and expenses incurred by any Lender Entity in connection with the recovery and administration of all insurance proceeds and the Restoration Work, including approving plans and specifications, inspecting the Restoration Work, and all reasonable architects', adjusters', lawyers', engineers' and other consultants' fees and disbursements and (viii) promptly furnish at its own expense all necessary proofs of loss and do all necessary acts to ensure that the Chargee receives payment of all insurance proceeds.

Section 6.02 Application of Insurance Proceeds.

Provided no Event of Default exists, all insurance proceeds arising or relating to any damage or destruction to the Property in excess of $25,000 and net of all reasonable architects', adjusters', lawyers', and other consultants' fees and disbursements ("Net Proceeds") will be held by the Chargee and paid out from time to time (but not more frequently than every thirty (30) days) to pay the cost of the Restoration Work performed in accordance with this Article on and subject to satisfaction of the following terms and conditions (each of which shall be an obligation of the Chargor to promptly satisfy): (a) Within ten (10) days of such damage or destruction, Chargor will (i) deliver to the Chargee a certificate from an architect approved by the Chargee acting reasonably (the "Architect") estimating the cost of the Restoration Work, (ii) if the estimated cost exceeds the amount of Net Proceeds then held by the Chargee, the Chargor shall deliver to the Chargee an unconditional, irrevocable, demand letter of credit, in form, substance and issued by a bank acceptable to the Chargee in its sole discretion, in the amount of such excess, or a completion bond in form, substance and issued by a surety company acceptable to the Chargee in its sole discretion, (iii) provide to the Chargee evidence satisfactory to it in its sole discretion (including an appraisal and statements of cash flow and debt service) that upon the completion of the Restoration Work, the debt service coverage ratio and loan to value ratio (each as determined by the Chargee in accordance with its then current underwriting practices) will not be less than the debt service coverage ratio or more than the loan to value ratio specified in the Commitment Letter, and (iv) provide to the Chargee evidence satisfactory to it in its sole discretion, and agree in writing with the Chargee, that the Restoration Work will be completed in accordance with this Article; (b) If the Architect's estimate of the cost of the Restoration Work is equal to or exceeds Three Hundred Thousand Dollars ($300,000.00), such Restoration Work will be performed under the supervision of an Architect and in accordance with plans and specifications approved by the Chargee in its sole discretion; (c) Requests for payment of Net Proceeds held by the Chargee must be made by the Chargor on not less than ten (10) Business Days prior notice to the Chargee and must be accompanied by a certificate of an Architect, or if the Restoration Work is not required to be supervised by an Architect, by a certificate of the Chargor addressed to the Chargee, stating or containing (i) a detailed description of the completed Restoration


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Work for which the request for payment is made, (ii) that such Restoration Work has been completed in compliance with this Article, and has been approved by the Chargor and if applicable, the Architect, (iii) that the requested amount is due, or is required to reimburse the Chargor, for payments made to the contractor, subcontractors, materialmen, suppliers, labourers, engineers, architects or other Persons performing the Restoration Work and that when added to all payments previously made from Net Proceeds does not exceed the value of the Restoration Work done to the date (if required by the Chargee, the payment of the requested amount shall be made directly to such Persons pursuant to a written direction of the Chargor); (iv) that title to the personal property included in the request for payment is vested in the Chargor free and clear of all Liens, together with confirmation satisfactory to the Chargee in its sole discretion that such personal property is subject to the Chargee's security as a first priority security interest therein, (v) the remaining cost to complete the Restoration Work, (vi) the amount of all lien holdbacks required or permitted to be maintained under Applicable Laws in respect of such Restoration Work, (vii) the amount of such holdbacks actually maintained by the Chargor, (viii) that except for such actual holdbacks and the amount of the requested payment required to be paid to such Persons, all contractors, subcontractors, materialmen, suppliers, labourer, engineers, architects and other Persons performing such Restoration Work have been paid in full, and (ix) that no written notice of a builders' lien, mechanics lien or other similar Lien under Applicable Laws has been received by the Chargor or the Architect or registered against the Property; and, (d) Prior to disbursing any Net Proceeds, (i) the Chargee must be satisfied in its sole discretion that all holdbacks required or permitted by Applicable Laws have been maintained and that no builders' lien, mechanics lien or other similar Liens under Applicable Laws have been registered against the Property, and (ii) the Chargee has the right to inspect the Property to determine that the Restoration Work complies with this Article. The Chargor irrevocably waives any requirement of Applicable Laws (including the Fire Prevention (Metropolis) Act, 1774, the Insurance Act (Alberta) and the Condominium Property Act (Alberta)) which may require the Net Proceeds to be used to restore or rebuild the Property. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, if the insurance proceeds from any damage or destruction do not exceed $25,000 in the aggregate, such proceeds may be paid to and held by the Chargor provided that all such proceeds must be applied by the Chargor solely to the repair or restoration of such damage or destruction.

Section 6.03 Holdbacks.

Notwithstanding any other provision of this Charge, the Chargee is entitled to retain, and not disburse, from any payment of Net Proceeds pursuant to Section 6.02 in connection with any Restoration Work, a holdback or holdbacks from time to time in such amount(s) and for such period(s) of time as determined by the Chargee, in its sole discretion, in order to maintain and ensure the priority of this Charge as a first priority Lien of the Property at all times, to comply with all Applicable Laws and to ensure that all holdback and other related financial obligations and liabilities of the Chargee under Applicable Laws relating to or directly or indirectly arising from with the Restoration Work are and will continue to be fully satisfied solely by or from such holdbacks. Such holdback(s) will be retained by the Chargee until such time as (i) the Restoration Work has been fully completed in accordance with this Article with no material deficiency or defect, (ii) the Chargee will have received copies of any and all final certificates of occupancy or other certificates, licenses, permits and approvals required for the ownership, occupancy and operation of the Property in accordance with all Applicable Laws, (iii) the Chargee is satisfied in its sole discretion that the priority of this Charge as a first priority Lien of the Property will not be impaired or otherwise affected by the release of such holdback(s) and that all builders' liens, mechanics liens or other similar Liens and all holdback and other related financial obligations and liabilities of the Chargee under Applicable Laws relating to directly or indirectly arising from such Restoration Work have either fully expired or have otherwise been fully satisfied, (iv) all costs and expenses of the Restoration Work (including all costs of expenses of any Lender Entity referred to in Section 6.01(vii)) have been fully paid, (v) there are no outstanding claims or disputes with respect to the Restoration Work, and (vi) no Event of Default exists. Provided no Event of Default exists, if any excess Net Proceeds held


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by the Chargee remain after satisfaction of all of the foregoing matters, such excess proceeds shall be paid to the Chargor.

Section 6.04 Event of Default.

If the Chargor fails to comply with any of its obligations under this Article, an Event of Default will have occurred, and notwithstanding any other provision hereof, the Chargee will have the right exercisable in its sole discretion to receive all Net Proceeds and to apply all Net Proceeds so received to the Loan Indebtedness. The Chargee may (but shall have no obligation to) perform or cause to be performed any incomplete Restoration Work, and may take such other steps as it deems advisable in connection therewith. The Chargor hereby waives all actions, proceedings, claims, demands and other rights against each Lender Entity arising out of any act or omission of the Chargee completing the Restoration Work and all matters relating thereto. The Chargee may apply all or any portion of the Net Proceeds (without complying with any requirements of this Article) to pay or reimburse each Lender Entity or any contractor or other Person retained by any Lender Entity for all costs of completing the Restoration Work without prior notice to or consent of the Chargor or any other Person. Any costs and expenses incurred by or on behalf of the Chargee in completing any Restoration Work will be Costs and shall be payable by the Chargor forthwith upon demand. Until paid, such costs and expenses, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.

Section 6.05 Proceeds of Expropriation.

Prior to an Event of Default, all proceeds of expropriation up to $25,000 will be paid to the Chargor and must be re-invested by the Chargor in the Property. All proceeds of expropriation which exceed $25,000 (or following an Event of Default, all expropriation proceeds) will be paid to and held by the Chargee and may be applied by the Chargee, in its sole option exercisable in its sole discretion, to reduction of the Loan Indebtedness then due or may be held by the Chargee as security for the Loan Indebtedness. The Chargor acknowledges that it is aware of and has been advised by its counsel as to the provisions of the Expropriation Act (Alberta), and the rights, benefits and protections given to the Chargor there under (in particular Section 49 and 52 thereof). The Chargor hereby waives the provisions of Section 49 and 52 of the Expropriation Act (Alberta).

ARTICLE 7 - EVENT OF DEFAULT AND REMEDIES

Section 7.01 Acceleration.

Upon the occurrence of an Event of Default, the entire Loan Indebtedness will, at the option of the Chargee exercisable in its sole discretion, immediately become due and payable, with interest thereon at the Interest Rate to the date of actual payment thereof, all without notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, each of which are hereby expressly waived, and all the Chargee's rights and remedies under this Charge, the other Loan Documents, and otherwise under Applicable Laws will immediately become enforceable.

Section 7.02 Power of Sale.

After the occurrence of an Event of Default which has continued for the minimum period provided by law, the Chargee, on giving the minimum notice required by law, may enter on, lease or sell the Property. If permitted by law, the Chargee may enter on, lease or sell the Property without notice. Any sale of the Property by the Chargee may be by public auction or private sale for such price and on such terms as to credit and otherwise with such conditions of sale as the Chargee in its sole discretion deems proper and in accordance with Applicable Laws. If any sale is for credit or for part cash and part credit, the Chargee will not be accountable for or be charged with any moneys until they are actually received in cash. The Chargee may rescind or vary any contract or sale and may buy and re-sell the Property, in each case in its sole discretion and without being answerable for loss occasioned thereby. No purchaser will be bound to inquire into the legality, regularity or


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propriety of any sale or be affected by notice of any irregularity or impropriety. No lack of default, want of notice or other requirement or any irregularity or impropriety of any kind will invalidate any sale pursuant to this Charge and the purchaser shall not be responsible for any damage or loss caused thereby. The Chargee may sell without entering into actual possession of the Property and while in possession will be accountable only for moneys which are actually received by it. The Chargee may, subject to the restrictions of Applicable Law, sell parts of the Property from time to time to satisfy any portion of the Loan Indebtedness, leaving the remainder of the Property as security for the balance of the Loan Indebtedness. The Chargee may sell the Property or any portion of the Property subject to the balance of the Loan Indebtedness not yet due at the time of such sale. The costs of any sale or other enforcement or realization proceedings pursuant to this Charge, the other Loan Documents and/or Applicable Laws, whether such sale or other proceeding proves abortive or not, including taking, recovering or keeping possession of the Property or enforcing any other remedies pursuant to this Charge, the other Loan Documents and/or Applicable Laws will be payable by the Chargor to the Chargee forthwith upon demand. Until paid, such costs will be Costs, and together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.

Section 7.03 General Rights of Chargee.

After the occurrence of an Event of Default, the Chargee may, but will not be obligated to, perform or cause to be performed any obligations of the Chargor pursuant to the Loan Documents, and for such purpose may do such things as may be required, including entering upon the Property and doing such things upon or in respect of the Property as the Chargee considers necessary, including any environmental testing, site assessment, investigation or study. No such performance by the Chargee shall relieve the Chargor from any default hereunder. The costs of all such actions taken by the Chargee shall be payable by the Chargor to the Chargee forthwith upon demand. Until paid, such costs will be Costs and, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.

In the event of a default by Chargor in payment of any amount due under any Lien against the Property, the Chargee may, in its sole discretion, pay such amount and any such amount incurred by the Chargee will be payable by the Chargor to the Chargee forthwith upon demand. Until paid, any amount so incurred by the Chargee will be Costs, and together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents, and in which event, the Chargee may, at its option, be subrogated to all the rights of and stand in the position of and be entitled to all the equities of the party so paid whether or not such Lien has or has not been discharged. The decision of the Chargee as to the validity or amount of any amount so paid will be final and binding on the Chargor.

Section 7.04 Possession.

Upon the occurrence of an Event of Default, the Chargee may enter into and take possession of the Property, as and when it may determine in its sole discretion, and each of the Chargee and each purchaser or lessee from the Chargee of the Property or any part thereof shall be entitled to have, hold, use, occupy, possess and enjoy the Property without let, suit, hindrance, interruption or denial of the Chargor or any other Borrower Entity or other Person. The Chargee may maintain, repair and complete the construction of the Property, inspect, manage, take care of, collect Rents and lease the Property or any part thereof (provided the Chargee has no obligation to perform, undertake or continue (if commenced) any of the foregoing actions) for such term (which may extend beyond the Maturity Date) and such rents and on such other terms and conditions (including providing any leasehold improvements and tenant inducements) as the Chargee may determine in its sole discretion, which lease(s) will have the same effect as if made by the Chargor, and the Chargee will have the power to amend, accept surrenders of or terminate any lease, in each case on such terms and conditions as it may determine in its sole discretion and all costs, charges and expenses incurred by the Chargee in the exercise of such rights (including allowances for the time, service, work or effort of


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the Chargee or any other Lender Entity in connection therewith, and all legal fees and disbursements incurred on a full indemnity or equivalent basis), will be payable by the Chargor to the Chargee forthwith on demand. Until paid, all such costs, charges and expenses will be Costs and, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents. Each lease or renewal of lease made by the Chargee while in possession of the Property will continue for its full term notwithstanding the termination of the Chargee's possession and will be subject to the security of the Loan Documents at all times. The Chargor covenants and agrees that no Lender Entity will be liable for any loss or damage sustained by any Borrower Entity or any other Person resulting from any lease entered into by the Chargee, any failure to lease the Property, or any part thereof, or from any other act or omission of the Chargee or any receiver, receiver and manager, administrator or other Person with similar powers in managing the Property, and that no Lender Entity will be obligated to perform or discharge any obligation or liability of .the Chargor to any other Borrower Entity or Person under any Lease, Loan Document or otherwise under Applicable Laws.

Section 7.05 Carry on Business.

Upon the occurrence of an Event of Default, the Chargee may in its sole discretion, carry on, or concur in the carrying on of all or any part of the business or undertaking of each Borrower Entity relating to the Property and enter on, occupy and use the Property (without charge by any Borrower Entity) in each case as and when the Chargee may determine in its sole discretion.

Section 7.06 Borrow on the Security of the Property.

Upon the occurrence of an Event of Default, the Chargee may raise money on the security of the Property or any part thereof in priority to the security of the Loan Documents or otherwise, as required for the purpose of the maintenance, preservation, protection or completion of the Property or any part thereof or to carry on all or any part of the business of each Borrower Entity relating to the Property, and in each case on such terms and conditions as the Chargee may determine in its sole discretion.

Section 7.07 Receiver.

Upon the occurrence of an Event of Default, the Chargee may in its discretion, with or without entering into possession of the Property or any part thereof, by instrument in writing, appoint a "Receiver" (which shall include a receiver, a manager, a receiver and manager, administrator or other Person with similar powers) of the Property or any part thereof with or without security and may from time to time remove any Receiver with or without appointing another in his stead, and in making such appointment or appointments or removing a Receiver the Chargee will be deemed to be acting for the Chargor (provided that no such appointment will be revocable by any Borrower Entity). Upon the appointment of any such Receiver from time to time, and subject to the provisions of the instrument appointing such Receiver, the following provisions will apply: (a) such Receiver may, in the discretion of the Chargee and by writing, be vested with all or any of the rights, powers and discretions of the Chargee, including the full right and power to enter, lease and sell the Property; (b) such Receiver, so far as concerns the responsibility for his acts or omissions, will be deemed the agent or attorney of the Chargor and not the agent of the Chargee (unless specifically appointed by the Chargee as the agent of the Chargee); (c) neither the appointment, removal or termination of such Receiver by the Chargee nor any act or omission by such Receiver will incur or create any liability on the part of the Chargee to the Receiver in any respect or constitute the Chargee a chargee or mortgagee in possession of the Property or any part thereof; (d) such Receiver will be the irrevocable agent or attorney of the Chargor (unless the Chargee specifically appoints such Receiver as the agent for the Chargee) for the collection of all Rents falling due in respect of the Property or any part thereof; (e) the rights and powers conferred herein in respect of the Receiver are supplemental to and not in substitution of any other rights and powers which the Chargee may have; (f) without creating any liability on the part of the Chargee, the Chargee may from time to time fix the remuneration for such Receiver, who shall be entitled to deduct the same


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out of revenue or sale proceeds of the Property; (g) such Receiver will have the power from time to time to lease any portion of the Property which may become vacant for such term (which may extend beyond the Maturity Date) and will have the power to amend, accept surrenders of or terminate any Lease, in each case on such terms and conditions as it may determine in its sole discretion and in so doing (unless the Chargee specifically appoints such Receiver as agent for the Chargee), such Receiver will act as the attorney or agent of the Chargor and will have authority to execute under seal any Lease or surrender of any such premises or notice(s) of termination in the name of and on behalf of each such Borrower Entity, and the Chargor agrees to ratify and confirm whatever any Receiver may do in the Property; (h) such Receiver may make such arrangements, at such time or times as it may deem necessary without the concurrence of any other persons, for the repairing, completing, adding to, or managing of the Property, including completing the construction of any incomplete building or buildings, structures, services or improvements on the Property, and constructing or providing for leasehold improvements notwithstanding that the resulting cost may. exceed the original principal amount of the Loan; (i) such Receiver will have full power to manage, operate, amend, repair or alter the Property or any part thereof in the name of the Chargor for the purpose of obtaining rental and other income from the Property or any part thereof; (j) no Receiver will be liable to any Borrower Entity to account for monies other than monies actually received by it in respect of the Property and out of such monies so received from time to time such Receiver will pay in the following order: (i) its remuneration aforesaid, (ii) all obligations, costs and expenses made or incurred by it, including any expenditures in connection with the management, operation, leasing, maintenance, repair, construction or alteration of the Property or any part thereof or any business or undertaking carried on by the Receiver thereon, (iii) interest, principal and other monies which may be or become a Lien upon the Property from time to time in priority to this Charge, including all Realty Taxes, (iv) to the Chargee, all Loan Indebtedness and all reserves payable to the Chargee under the Loan Documents, to be applied in such order as the Chargee determines in its sole discretion, and (v) at the discretion of the Receiver, interest, principal and other monies which may from time to time constitute a Lien on the Property subsequent in priority or subordinate to the interest of the Chargee under this Charge, and such Receiver may retain in its discretion reasonable reserves to satisfy accruing amounts and anticipated payments in connection with any of the foregoing; (k) the Chargee may at any time and from time to time terminate any receivership by notice in writing to the Chargor and to any Receiver; and (1) the Chargor hereby irrevocably releases and discharges the Chargee and every Receiver from every claim of every nature, whether sounding in damages for negligence or trespass or otherwise, which may arise or be caused to the Chargor or any Person claiming through or under it by reason or as a result of anything done by the Chargee or any Receiver under the provisions of this paragraph. The Chargor agrees to ratify and confirm all actions of any Receiver taken or made pursuant to this provision and agrees that neither the Receiver nor any other Lender Entity will be liable for any loss sustained by the Chargor or any other Borrower Entity or Person resulting from any such action or failure to act.

Section 7.08 Power of Attorney.

The Chargor hereby grants to each of the Chargee and to any Receiver, with full power of substitution, an irrevocable power of attorney coupled with an interest for the following purposes and which may be exercised at any time or times following the occurrence of an Event of Default: (i) to make any of the leases referred to in Section 7.04 and to assign any existing Lease or sell the unexpired term, (ii) to obtain, collect and receive any insurance proceeds or expropriation proceeds however arising with respect to the Property, to compromise or settle any claims relating to such proceeds, to endorse any cheques, drafts or other instruments representing such proceeds or awards, and to execute and deliver all instruments, proofs of loss, receipts, and releases reasonably required in connection therewith, (iii) to correct any mistakes in and otherwise completing and perfecting any Loan Documents, (iv) to protect, perfect, preserve the security of the Loan Documents and to collect, enforce and realize on or under the Loan, this Charge and/or the other Loan Documents and the security thereof including the exercise of any of the rights, powers, authority and discretion of the Chargor in respect of the Property, including collection of Rents and other money that may become or are now due and owing to the Chargor, and (v) without limiting the foregoing, to make all


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necessary conveyances, deeds, transfers, assurances, receipts and other documents and instruments as may be necessary to transfer title to all or any of the Property to any purchaser thereof and to complete all other matters pertaining thereto. Without limiting the foregoing, it is confirmed that the Chargee is hereby appointed pursuant to Section 115 of the Land Titles Act (Alberta) as the Chargor's attorney following the occurrence of an Event of Default to execute and deliver for and on behalf of the Chargor any transfers, agreements, instruments and assurances as the Chargee sees fit for any and all purposes and for the purpose of carrying out the Chargee's power of sale contained herein. The Chargor hereby ratifies all actions of the Chargee and any Receiver pursuant to each such power of attorney and confirms that no Lender Entity shall be liable for any loss sustained by any Borrower Entity or any other Person resulting from any such action or any failure to act.

Section 7.09 Concurrent Remedies.

The Chargee may exercise all rights and remedies provided for in this Charge, any other Loan Document or otherwise under Applicable Laws concurrently or in such order and at such times as it may see fit and will not be obligated to exhaust any right or remedy before exercising any of its other rights or remedies provided for in this Charge, any other Loan Document or otherwise under Applicable Laws.

Section 7.10 Judgments.

Neither the granting of this Charge or any other Loan Document, nor any proceeding or judgment taken or obtained against any Borrower Entity or any other Person for breach of its obligations contained in or secured by this Charge or any other Loan Document will merge or extinguish any such obligations, affect the Chargee's rights to receive interest on the Loan Indebtedness at the Interest Rate or suspend, impair or otherwise affect in any way any of the rights, remedies or powers of the Chargee under any of the Loan Documents or otherwise under Applicable Laws. Any such judgment may provide that interest thereon will be computed at the Interest Rate until such judgment is fully paid and satisfied.

Section 7.11 Remedies Cumulative.

The rights and remedies of the Chargee under this Charge and each of the other the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies otherwise provided under any of the other Loan Documents or Applicable Laws. No right or remedy of the Chargee will be exclusive of or dependent on any other right or remedy and any one or more of such rights and remedies may be exercised independently or in combination from time to time in such order and at such times as the Chargee may see fit, and Chargee will not be obligated to exhaust any right or remedy before exercising any of its other rights and remedies pursuant to the Loan Document or under Applicable Laws. Any single or partial exercise by the Chargee of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in any Loan Document or under Applicable Laws will not waive, alter, affect or prejudice any other right or remedy to which the Chargee may be lawfully entitled for such default or breach.

Section 7.12 Extension of Time and Waiver.

Neither any extension of time given by the Chargee to the Chargor or any other Borrower Entity or Person claiming through the Chargor or any other Borrower Entity, nor any amendment to any Loan Document or other dealing by the Chargee with a subsequent owner of the Property or any other Person will in any way affect or prejudice the rights of the Chargee against the Chargor or any other Borrower Entity or Person liable for payment of the Loan Indebtedness. The Chargee may waive any Event of Default in its sole discretion. No waiver will extend to a subsequent Event of Default, whether or not the same as or similar to the Event of Default waived, and no act or omission by the Chargee will extend to, or affect, any subsequent Event of Default or the rights of the Chargee arising from such Event of Default. Any such waiver must be in writing and signed by the Chargee. No failure on the part of the Chargee or the Chargor to exercise, and no delay by the Chargee or the Chargor in exercising, any right pursuant to this Charge, any Loan Document or Applicable Laws


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will operate as a waiver of such right. No single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right.

Section 7.13 Discharge of Charge and Release.

Interest at the Interest Rate will continue to run and accrue on all Loan Indebtedness until full payment of such Loan Indebtedness has been received by the Chargee. The Chargee will have a reasonable period of time after full payment and satisfaction of the Loan Indebtedness to execute and deliver to the Chargor a discharge of this Charge from the Property. All reasonable legal and other expenses for the preparation, execution, delivery and registration of the discharge will be paid by the Chargor upon demand (unless prohibited by Applicable Laws). The Chargor will register such discharge. The Chargee may release in its discretion and at any time any Person or any part or parts of the Property from all or any part of the Loan Indebtedness or any security of the Loan Documents either with or without any consideration and without releasing any other part of the Property or any other Person from the Loan Documents or from any of the covenants contained in the Loan Documents, and without being accountable to any Borrower Entity for the value of the land released or for any money except that actually received by the Chargee. Every part or lot into which the Property is or may hereafter be divided will stand charged with the entire Loan Indebtedness and neither the Chargor nor any other Person will have any right to require that the Loan Indebtedness be apportioned with respect thereto. The Chargee may grant time, renewals, extensions, indulgences, releases and discharges, may take securities from and give the same up, may abstain from taking securities from or from perfecting securities, may accept compositions and proposals, and may otherwise deal with the Chargor and all other Persons and securities as the Chargee may see fit without prejudicing the rights of the Chargee under the Loan or the Loan Documents. No such release or other action will constitute, evidence or result in prepayment, repayment, readvance, accord and satisfaction, novation, nor, except as expressly provided in such release or discharge, a release or discharge of all or any part of the Loan Indebtedness, the Loan Documents or the security thereof, or a release of any of the other covenants, obligations or liabilities of any Borrower Entity in respect of the Loan. No such release or other action will be binding on the Chargee unless it is made in writing and executed and delivered by the Chargee.

Section 7.14 Default under Charge.

For the purposes of the Land Titles Act (Alberta) and the Law of Property Act (Alberta), the occurrence of an Event of Default shall constitute a default under this Charge.

ARTICLE 8 - INDEMNITY

Section 8.01 General Indemnity.

Without limiting any other provision of any Loan Document, the Chargor hereby agrees to indemnify and pay, protect, defend and save harmless each Lender Entity from and against all actions, proceedings, claims, demands, judgments, losses, damages, liabilities, costs or expenses (including legal fees and disbursements on a full indemnity or equivalent basis and, if the Loan has been securitized, including any recovery fee, workout fee and special servicing fees that become payable to the Loan servicer following an Event of Default), imposed upon, made against or incurred by such Lender Entity directly or indirectly arising from or relating to any of the following (collectively, "Claims") (i) any default under or breach of any Loan Document by any Borrower Entity or any remedial or other proceedings taken by any Lender Entity thereunder or pursuant thereto, (ii) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Property or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iv) performance of any labour or services or the furnishing of any materials or other property in respect of the Property or any part thereof, (v) any


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claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with the Loan, any Lease or other transaction involving the Property or any part thereof, (vi) any taxes, fees, costs or expenses attributable to the execution, delivery, filing, or recording of any Loan Document, (vii) any Lien or other claim arising on or against the Property or any part thereof or asserted against any Lender Entity with respect thereto; and/or (viii) the claims of any Tenant or other Person arising under or relating to any Lease. Until paid, all such amounts payable to any Lender Entity hereunder will be Costs and, together with interest thereon at the Interest Rate, will be added to the Loan Indebtedness and will be secured by the Loan Documents.

ARTICLE 9 - DEFEASANCE

Section 9.01 Defeasance.

Provided no Event of Default exists and upon 30 days' prior written notice to the Chargee, the Chargor will be entitled to obtain on any Business Day following Securitization of the Loan (or earlier if permitted by the Chargee in its sole discretion) a release of the security of this Charge and the Chargee's other security from the Property upon delivery of the Defeasance Collateral (as defined below) in substitution for the other Property as security for the continuing Loan Indebtedness (a "Defeasance") upon and subject to compliance by the Chargor with the following terms and conditions at its sole expense and to the satisfaction of the Chargee in its sole discretion: (a) the Chargor must pay to the Chargee the aggregate of (i) all accrued and unpaid interest and all other sums due under the Loan up to and including the Defeasance date, and (ii) all fees, costs, expenses, charges and disbursements (plus applicable taxes) incurred by each Lender Entity relating to such Defeasance, including all fees, costs, expenses, charges and disbursements of the Chargee, its counsel and servicer for review of the Chargor's compliance with the requirements for and conditions of Defeasance and the preparation, review and/or recording of any and all documentation with respect to the Defeasance, accounting certificates and legal opinions relating thereto, including any governmental or third party fees, costs, taxes or assessments thereon, and all fees, costs, expenses, charges and disbursements (plus applicable taxes) charged by the Rating Agencies in connection with their review of such Defeasance transaction (whether or not a Rating Confirmation is required or issued); (b) the Chargor must irrevocably elect to make a full prepayment of all of the outstanding Loan Indebtedness on the Optional Prepayment Date pursuant to Section 3.08 hereof; (c) the Chargor must obtain, execute and deliver, as applicable, each of the following in form and content satisfactory to the Chargee in its sole discretion: (i) direct, non-callable obligations of the Government of Canada (the "Defeasance Collateral") which provide for payments prior, but as close as possible, to all Payment Dates to and including the Optional Prepayment Date with full payment of the balance of all Loan Indebtedness on the Optional Prepayment Date, and each such payment (together with the unexpended portion of any prior payment) must be equal to or greater than the corresponding Loan payment due and payable thereon, (ii) a promissory note made by the Chargor in favour of the Chargee evidencing the continuing indebtedness of the Chargor under the Loan and having the same financial terms as the Loan and confirming the Chargor's election under clause (b) above to prepay the outstanding Loan Indebtedness in full on the Optional Prepayment Date, (iii) a pledge and security agreement from the Chargor creating a first priority Lien in the Defeasance Collateral in favour of the Chargee as security for the Loan Indebtedness, (iv) a certificate of the Chargor certifying that all of the requirements in this Article have been satisfied, (v) an opinion of Chargor's counsel (in each jurisdiction required by the Chargee) confirming that the validity, enforceability, first priority and perfection of the Chargee's Lien on the Defeasance Collateral and that the promissory note, the pledge and security agreement and other defeasance documents (the governing law of which shall be determined by the Chargee and may differ from the original Loan Documents) are valid and legally binding obligations of each Borrower Entity which is a party thereto, enforceable against it in accordance with their terms, which opinion may be based on and subject to such customary assumptions and qualifications as the Chargee may accept in its sole discretion, (vi) such further assurances as the Chargee may require to confirm the continuing liabilities and obligations of each Borrower Entity in respect of the Loan, (vii) unless expressly waived in writing by the applicable


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Rating Agencies, a Rating Confirmation in respect of such Defeasance transaction, and (viii) a certificate from a chartered accountant who is a member of the Canadian Institute of Chartered Accountants (or certified public accountant that is a member of the American Institute of Certified Public Accountants) containing a mathematical verification that the Defeasance Collateral is sufficient to cover all remaining payments of principal and/or interest when due under the Loan, including full payment of all Loan Indebtedness on the Optional Prepayment Date; and (d) the Chargor must endorse the Defeasance Collateral in favour of the Chargee or as the Chargee may direct and, if required by the Chargee, must deliver a written transfer of the Defeasance Collateral in favour of the Chargee and take all other actions and execute and deliver such other documents, all in form and content satisfactory to the Chargee, in order to perfect the Chargee's first priority Lien on the Defeasance Collateral under Applicable Laws. All Defeasance Collateral must be held by a securities intermediary acceptable to the Chargee in its sole discretion, and all payments and proceeds arising from the Defeasance Collateral must be paid to the Chargee (directly or through such securities intermediary) and applied on account of the Loan Indebtedness as payments on account of such Loan Indebtedness become due and payable. Notwithstanding the foregoing and any other provision of the Loan Documents (including any provision specifically limiting the recourse of any Borrower Entity but without limiting any obligations of any Borrower Entity which are full recourse), the Chargor will be and remain at all times personally liable to pay in full all such Loan Indebtedness when due to the Chargee as and to the extent that the payments and other proceeds arising from the Defeasance Collateral are not sufficient (for any reason or cause whatsoever) to pay all amounts on account of the Loan Indebtedness when due. All taxes applicable to the Defeasance Collateral, including all such payments and proceeds arising therefrom and all interest earned thereon and whether or not received by the Chargor, will be the sole responsibility of and shall be paid by the Chargor when due from sources other than the Defeasance Collateral. To the extent that any payments and proceeds arising from the Defeasance Collateral and received by the Chargee exceed the amounts due and payable to the Chargee hereunder on account of the Loan Indebtedness from time to time, then provided no Event of Default then exists, the Chargee will pay such excess amount(s) to the Chargor as soon as possible following full repayment and satisfaction of all Loan Indebtedness to the Chargee in accordance with the provisions of this Charge and the other Loan Documents or at such earlier time or times as the Chargee determines, acting reasonably, that such excess amount(s) are not required for the purposes of paying the Loan Indebtedness when due and payable hereunder or as security for the Loan. If required by the Chargee in its sole discretion, the Chargee may require the Defeasance to be effected through a special purpose trust or corporation as a successor entity, which must be satisfactory to the Chargee in its sole discretion. Until paid to the Chargor, such excess amount(s) will be held by the Chargee and will be subject to the security for the Loan. The Chargor will not be entitled to any interest or other investment earnings on such excess amount(s).

Section 9.02 Continuing Obligations.

The parties agree that the provisions of this Article 9 respecting Defeasance will constitute a substitution of security only for the continuing Loan Indebtedness (and the execution and delivery of the promissory note by the Chargor being solely to evidence such continuing Loan Indebtedness) and will not constitute, evidence or result in repayment, readvance, accord or satisfaction, release, discharge, modification or novation of all or any part of the Loan, Loan Indebtedness or any obligation or liability of any Borrower Entity under or in respect of any Loan Document or a new loan by the Chargee to the Chargor. Subsequent to any such Defeasance, no Borrower Entity will have any right to prepay the Loan prior to the Optional Prepayment Date. When executed and delivered to the Chargee, all documents referred to in this Article 9 will form part of the Loan Documents and the Chargee's security. After release of the Property from the Chargee's security, the Chargor will not make or permit any transfer or encumbrance with respect to the Defeasance Collateral, except in favour of the Chargee.


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Section 9.03 Deemed Exercise of Defeasance Right.

(1) If any Judgment is granted at any time against any of the Defendants in the Subject Actions, and without limiting any other rights or remedies of the Chargee under the Loan Documents or Applicable Laws, the Chargor will be deemed for all purposes to have given written notice to the Chargee exercising its right to Defeasance the Loan in full pursuant to and in accordance with Article 9 of this Charge (which written notice will be deemed for all purposes to have been given to the Chargee as of the date such Judgment was granted) and the Chargor will be obligated to complete such Defeasance not later than 20 days thereafter in accordance with Section 9.01. Such deemed notice shall be irrevocable by the Chargor in all circumstances. The Chargor covenants and agrees with the Chargee to give prompt written notice to the Chargee of any Judgment, but not later than 5 calendar days after any such Judgement is granted.

(2) Notwithstanding the Chargor's deemed exercise of its right to Defeasance under Section 9.03(1), the Chargee may elect (without the consent of any Borrower Entity) to delay or defer the date of such Defeasance for such periods of time (including an indefinite period of time ending on written demand by the Chargee) and/ or on such terms as the Chargee may determine in its sole discretion by written notice given to the Chargor on before the date that such Defeasance is required to be completed.

(3) The obligations of the Chargor to complete any Defeasance pursuant to this Section 9.03 are absolute and unconditional and will not be affected by the occurrence of any intervening or concurrent Event of Default under the Loan. Any breach by the Chargor under this Section 9.03 shall be an immediate Event of Default under the Loan.

ARTICLE 10 - MISCELLANEOUS

Section 10.01 Notice.

(1) Any notice, demand or other communication required or permitted to be given or made to the Chargor pursuant to this Charge may be given or made in any manner permitted or provided by Applicable Laws, notwithstanding any provision of any other Loan Document to the contrary. Subject to the foregoing, any such notice, demand or communication may be given or made, at the option of the Chargee by personal delivery, by prepaid ordinary or registered mail (to the address for service of the Chargor set out in this Charge or to the last known address of the Chargor as shown in the Chargee's records) or by facsimile transmission to the facsimile number of the Chargor set out in Section 10.01(2) or the last known facsimile number of the Chargor as shown in the Chargee's records. Such notice will be sufficient although not addressed to any Person by name or designation and notwithstanding that any Person to be affected thereby may be unknown, unascertained or under a disability. Subject to Applicable Laws, the giving of such notice in the manner aforesaid will be as effective as if the notice had been personally served on all Persons required to be served therewith.

(2) Subject to Section 10.01(1), any demand, notice or communication to be made or given to the Chargor in connection with this Charge or any of the other Loan Documents shall be in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission addressed to the Chargor as follows: c/o Strategic Group, 400, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6, Attention: Nooreen Kurji, Facsimile No.: (403) 770-2289, or to such other address or facsimile number as the Chargor may designate by written notice given to the Chargee. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been made or given on the day of actual delivery thereof, and if made or given by registered mail, on the third Business Day


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following the deposit thereof in the mail, and if made or given by facsimile transmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postal system that might affect the delivery of mail, such demand, notice or other communication shall not be mailed, but shall be given by personal delivery or by facsimile transmission.

Section 10.02 Severability.

If any term, covenant, obligation or agreement contained in this Charge, or the application thereof to any Person or circumstance, will be invalid or unenforceable to any extent, the remaining provisions of this Charge or the application of such term, covenant, obligation or agreement to such other Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, obligation or agreement contained herein will be separately valid and enforceable to the fullest extent permitted by Applicable Laws.

Section 10.03 Governing Law.

This Charge is governed by and will be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws other than the laws in force in Alberta applying to this Charge. The Chargor consents to the jurisdiction of the courts of the Province of Alberta and irrevocably agrees that, subject to the Chargee's election in its sole discretion to the contrary, all actions and proceedings arising out of or relating to the Loan and the Loan Documents will be litigated in such courts and the Chargor unconditionally accepts the non-exclusive jurisdiction of the said courts and irrevocably waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with the Loan and the Loan Documents, provided nothing herein shall affect the right to serve process in any other manner permitted by Applicable Laws or shall limit the right of the Chargee to bring any action or proceeding in connection with the Loan or any Loan Documents against the Chargor or any other Borrower Entity in the courts of any other jurisdiction.

Section 10.04 Non-Merger.

The terms and conditions of the Loan Documents will remain binding and effective on the parties to this Charge and will not merge in this Charge nor in any other Loan Document.

Section 10.05 Successors and Assigns.

This Charge will enure to the benefit of and be binding upon the Chargor, the Chargee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

Section 10.06 No Obligation to Advance.

Neither the preparation, execution nor registration of any Loan Document will bind the Chargee to advance all or any part of the Principal Amount. The advance of a part of the Principal Amount will not bind the Chargee to advance any unadvanced portion of the Principal Amount. Each advance of the Loan shall be subject to and governed by the terms and conditions of the Commitment Letter.

Section 10.07 Consent to Disclosure.

The Chargor acknowledges and agrees that the Loan (or securities or certificates backed by or representing any interest in the Loan or a pool of loans which includes the Loan) may be sold, syndicated or securitized into the secondary market without restriction and without notice to or the consent of the Chargor or any other Borrower Entity. Each Lender Entity may release, disclose, exchange, share, transfer and assign from time to time, as it may determine in its sole discretion, all information and materials (including financial statements and information concerning the status of


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the Loan, such as existing or potential Loan defaults, Lease defaults, Tenants or other facts or circumstances which might affect the performance of the Loan) provided to or obtained by any Lender Entity relating to any Borrower Entity, the Property or the Loan (both before and after any Loan advance and/or default) without restriction and without notice to or the consent of the Chargor or any other Borrower Entity as follows: (i) to any existing or proposed Lender Entity; (ii) to any subsequent or proposed purchaser of or investor in the Loan or any interest therein; (iii) to the public or any private group in any offering memorandum, prospectus or other disclosure document (including all initial and continuing disclosure requirements), regardless of format or scope of distribution; (iv) to the public or other interested Persons, directly or indirectly through information service providers or other market participants, for the purpose of providing market information from time to time relating to the status of the Loan or loan pools or any interest therein regardless of format or scope of distribution; (v) to any Governmental Authority having jurisdiction over such sale, syndication or securitization of the Loan or loan pool or any trade of any interest in the Loan or loan pool; (vi) to any other Person in connection with the sale, syndication or securitization of the Loan or in connection with any collection or enforcement proceedings taken under or in respect of the Loan and/or the Loan Documents; and (vii) to any third party advisors and agents of any of the foregoing Persons, such as lawyers, accountants, consultants, appraisers, credit verification sources and servicers. The Chargor irrevocably consents to the collection, obtaining, release, disclosure, exchange, sharing, transfer and assignment of all such information and materials.

The Chargor acknowledges that certain Lender Entities may collect or come into possession of personal information relating to certain individuals either comprising or otherwise related to any Borrower Entity, including their respective directors, officers, shareholders, partners and principals. The Chargor acknowledges and agrees that such personal information may be used by Lender Entities in connection with the processing, approving, funding, servicing and administering the Loan and any sale, syndication or securitization of the Loan, and in so doing each Lender Entity may disclose and otherwise deal with personal information in the same manner and to the same Persons as provided in the preceding paragraph of this Section without restriction and without notice to or the consent of any Borrower Entity or any related individual. The Chargor, for itself and on behalf of its directors, officers, shareholders, partners and principals, hereby consents to and authorizes such use and disclosure of all such personal information by each Lender Entity and represents and warrants that it has full power and authority to give such consent and authorization.

Section 10.08 Intentionally Deleted.

Section 10.09 Maximum Rate of Return.

Notwithstanding any provision of any Loan Document to the contrary, in no event will the aggregate "interest" (as defined in Section 347 of the Criminal Code (Canada)) payable under the Loan exceed the effective annual rate of interest lawfully permitted under that Section and, if any payment, collection or demand pursuant to the Loan in respect of "interest" (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand will be deemed to have been made by mutual mistake of the Chargor and Chargee and the amount of such payment or collection shall either be applied to the Loan Indebtedness (whether or not due and payable), and not to the payment of interest (as defined in section 347 of the said Criminal Code), or be refunded to the Chargor at the option of the Chargee. For purposes of each Loan Document, the effective annual rate of interest will be determined in accordance with generally accepted actuarial practices and principles over the term of the Loan on the basis of annual compounding of the lawfully permitted rate of interest. In the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Chargee will be conclusive for the purposes of such determination.

Section 10.10 Extension, Renewal or Amendment of Charge.

This Charge, the Loan, or any terms hereof or thereof, may from time to time be extended, renewed or amended by one or more written agreements between the Chargee and the Chargor, or


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with any successor or successors in title to the Chargor, with or without any changes in the applicable interest rate, amortization period, principal amount, payment amount, maturity date or other financial terms. Whether or not there are any other Liens registered on title to the Property after this Charge at the time any such written agreement is entered into (each such Lien, a "Subsequent Encumbrance"), it will not be necessary for the Chargee to register the written agreement on title to the Property in order for such agreement to be legally binding upon the Chargor (and any other Borrower Entity which is a party thereto) or to retain priority for this Charge, as extended, renewed or amended, as a first priority Lien of the Property over such Subsequent Encumbrance(s). The Chargor, forthwith upon request therefor by the Chargee and at the Chargor's sole cost and expense, will obtain all such postponements and/or discharges of each Subsequent Encumbrance and such other assurances from the holder thereof as may be required by the Chargee in its sole discretion to ensure the priority of this Charge as a first priority Lien of the Property and full compliance by the Chargor and each other Borrower Entity with the provisions of this Charge and the other Loan Documents. The Chargor acknowledges that the provisions of this Section do not confer upon the Chargor or any other Borrower Entity or Person any right of extension, renewal or amendment, or any right to grant a Subsequent Encumbrance contrary to the other provisions of this Charge and the other Loan Documents. The execution and delivery of any such agreement by the Chargee granting any such extension, renewal or amendment will be in its sole discretion. The Chargor, for itself and on behalf of each Borrower Entity, hereby irrevocably consents to any extension, renewal or amendment of this Charge and the other Loan Documents, whether or not made or agreed to by the Chargor, any unregistered or beneficial owner of the Property or any part thereof or any successor in title to any such Person, and hereby irrevocably agrees that no such extension, renewal or amendment shall release, discharge, impair or otherwise affect, or render unenforceable, any of the covenants, obligations or liabilities of any Borrower Entity (including each original Chargor and each original unregistered or beneficial owner of the Property or any part thereof named in the Loan Documents) under the Loan Documents, which covenants, obligations and liabilities are hereby confirmed and continue in full force and effect, as extended, renewed or amended, as the case may be.

Section 10.11 Assignment.

The Chargee and any Person having or acquiring any ownership interest in the Loan from time to time may sell, transfer and/ or assign the Loan, the Loan Indebtedness, the Loan Documents or any interest therein at any time and to any Person as it may determine in its sole discretion without prior notice to or the consent of any Borrower Entity or any other Person. No Borrower Entity may assign any of its rights and obligations under or in respect of the Loan, the Loan Indebtedness or any of the Loan Documents.

Section 10.12 Statutory Charging Clause.

And for better securing to the Chargee the repayment as set forth herein of the monies secured hereby, the Chargor hereby mortgages to the Chargee all of the Chargor's estate and interest in the Property.

ARTICLE 11 - OTHER SECURITY

Section 11.01 General Assignment of Rents and Leases.

(1) Assignment. As general and continuing security for payment and performance to the Chargee of the Loan Indebtedness and the observance and performance by each of the Chargor and any unregistered or beneficial owner of the Property of all of its other covenants and obligations under this Charge and the other Loan Documents (the Loan Indebtedness, together with such covenants and obligations, are collectively called the "Obligations"), the Chargor hereby assigns, transfers, grants and sets over to the Chargee, as and by way of a fixed and specific first priority assignment and security interest, all legal and beneficial right,

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title and interest in and to (i) the Rents now or hereafter due and payable with full power and authority to demand, collect, sue for, recover, receive and give receipts for the Rents in the name of the Chargor or the owner from time to time of the Property or in the name of the Chargee, as the Chargee may determine in its sole discretion, and (ii) the Leases with full benefit and advantage thereof including the benefit of all covenants and agreements contained in the Leases on the part of the Tenants thereof to be observed, performed or kept, including all proceeds of or from any of the foregoing. This assignment and security interest is in addition to and not in substitution for any other general assignment of the Rents and Leases and other security granted by the Chargor and any other Borrower Entity to the Chargee to secure the payment and performance of the Obligations or any part thereof.

(2) Continuing Security. This assignment and security interest is given as general and continuing security for the payment and performance to the .Chargee of the Obligations and not in substitution for or in satisfaction therefor. There is no agreement between the parties hereto, express or implied, to postpone the attachment of this assignment and security interest created hereby. The terms and conditions of this assignment and security interest in the Rents and Leases will remain binding and effective on the parties hereto and will not merge in or be extinguished by any other Loan Document or any judgment taken against the Chargor or any other Borrower Entity or Person for breach of its obligations under this Charge or any other Loan Document.

(3) Representations. The Chargor represents and warrants to the Chargee as follows: (i) the Chargor has good right, full power and absolute authority to assign the Rents and Leases to the Chargee as a first priority assignment and security interest therein (subject only to Permitted Encumbrances), and has granted no prior assignment, transfer or Lien in, on or of any of the Rents or Leases that remains outstanding from and after the date hereof; (ii) the Leases are in full force and effect and are valid and binding obligations of each of the Tenants thereunder; (iii) complete copies of (A) all Commercial Leases, and (B) all Residential Leases, or if otherwise agreed by the Chargee in its sole discretion, the standard form used for each Residential Lease, have been delivered to the Chargee; (iv) except as expressly disclosed to the Chargee in writing prior to the initial Loan advance, no Rents have been prepaid under any Lease (except for security deposits and first and last months' rent paid in accordance with the provisions of the applicable Lease), discounted, released, waived, compromised or otherwise discharged; (v) there is no default by any Person now existing under any of the Leases, nor circumstances existing which, with the giving of notice or lapse of time or both, would constitute any such default; (vi) each Commercial Lease requires the related Tenant to attorn and become bound to the Chargee as tenant of its premises upon the Chargee's request from time to time for the unexpired residue of the term of such Commercial Lease and on the terms and conditions of such Commercial Lease; (vii) no notice, order or claim has been given or received by or on behalf of the Chargor or any other Borrower Entity alleging or relating to any default, circumstance or other dispute under any Lease or claiming any rebate, reduction, refund, set-off or other impairment of any of the Rents or relating to any dispute under a Lease; and (viii) all Rents previously and hereafter charged and collected in respect of each Lease have complied with and will comply with the Lease and all Applicable Laws. The Chargor will deliver to the Chargee, within ten (10) days after the Chargee's request from time to time, a true and complete copy of each Lease and a complete list of the Leases, as certified by the Chargor, setting out, in respect of each Lease, the demised premises, the name of the Tenant, the Rents payable and the date to which such Rents have been paid, the key terms of the Leases, the date of occupancy, the date of expiration, any rent concessions and other inducements granted to the Tenants, and any renewal options. The Chargor will promptly deliver to the Chargee any request, notice, order or claim of any kind given or received by any Borrower Entity from time to time in respect of any Material Commercial Lease and, with respect to any other Lease, any request, notice, order or claim given or


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received by any Borrower Entity relating to any matter or thing which has or could reasonably be expected to have or result in a Material Adverse Effect.

(4) Restrictions on Leases and Renewals. Each new Lease or renewal or extension of an existing Lease (other than any extension or renewal of an existing Lease which is exercised pursuant to, and the terms of which are governed by, such existing Lease) (i) must be a commercially reasonable arm's-length transaction made in the ordinary course of business and in accordance with prudent property management and leasing standards and practices, (ii) must provide for rental rates and other terms and conditions consistent with prevailing market rates, terms and conditions, (iii) must be written on a standard form of lease or renewal or extension agreement with no material amendments thereto, (iv) if it is a Commercial Lease, must provide that in the event enforcement proceedings are commenced by the Chargee following an Event of Default, the Tenant must attorn to the Chargee and become bound to it as tenant of its premises for the then unexpired residue of the term of such Commercial Lease and upon the terms and conditions contained in such Commercial Lease; (v) except for any extension or renewal of an existing Commercial Lease which is exercised pursuant to, and the terms of which are governed by such existing Commercial Lease, must not permit the Tenant under any Commercial Lease to "go dark" or otherwise stop operating its business in the ordinary course from and within its leased premises; and (vi) must not contain termination rights in favour of the Tenant or any other Person (other than the landlord) except for landlord default. Unless otherwise agreed by the Chargee in writing, the Chargor will require the Tenant under each Commercial Lease to execute and deliver to the Chargee an agreement, in the Chargee's form, confirming the attornment referred to in Subsection (iv) concurrently with the execution and delivery of each new Commercial Lease and any renewal or extension of an existing Commercial Lease.

(5) Chargee Right to Consent to Material Commercial Leases. The Chargor must obtain the Chargee's prior written consent to enter into, renew or extend any Material Commercial Lease, which consent will not be unreasonably withheld or delayed by the Chargee, provided that such Material Commercial Lease, and any extension or renewal thereof, complies with all requirements of this Charge and the other Loan Documents governing new Leases and renewals and extensions of existing Leases and provided further that the Chargee will be entitled to a minimum of ten (10) Business Days following receipt of the Chargor's written request and all reasonably required supporting documentation to decide whether or not to give or withhold such consent. This provision does not apply to any renewal or extension of an existing Material Commercial Lease which is exercised pursuant to, and the terms of which are governed by, such existing Material Commercial Lease. Notwithstanding the foregoing, following the occurrence of an Event of Default, the Chargor must obtain the Chargee's prior written consent to enter into, renew or extend any Lease (including each Material Commercial Lease), which consent may be given or withheld by the Chargee in its sole discretion.

(6) Covenants. Neither the Chargor nor any other Borrower Entity will, without the prior written consent of the Chargee in its sole discretion: (i) accept or permit payment of the Rents or any part thereof under any Lease in advance (except for security deposits and first and last months' rent paid in accordance with the provisions of the applicable Lease); (ii) amend, modify, cancel or terminate any Lease in whole or in part, or accept the surrender of any Lease, or take or omit to take any action or exercise any right or option which would permit the Tenant under any Lease to cancel, terminate or surrender any Lease; (iii) discount, release, waive, compromise or otherwise discharge any Rents payable under any Lease or other obligations of any Tenant or other Person under any Lease, or (iv) assign, transfer or grant a Lien in, on or of all or any part of the Rents or Leases. Provided no Event of Default has occurred, the Chargee's consent for any action referred to in Subsections (ii) and (iii) is not required in respect of any Lease or a renewal or extension thereof (except any such action


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relating to any Material Commercial Lease or a renewal or extension thereof, which for greater certainty, will require the Chargee's prior written consent in its sole discretion), provided in each case such action is a commercially reasonable arm's length transaction in the ordinary course of business and in accordance with prudent property management and leasing standards and practices, and provided further that prompt written notice thereof is given to the Chargee.

(7) Performance of Obligations. The Chargor will observe and perform at all times all covenants and agreements contained in the Leases on the part of the landlord to be observed and performed and shall cause the Tenants under the Leases to observe and perform their respective covenants, obligations and undertakings thereunder. Neither the execution or delivery of this Charge or the other Loan Documents, nor the collection of the Rents nor the exercise of any right, remedy or other action or omission by the Chargee in respect of any of the Rents or Leases shall make any Lender Entity or any other Person for whom the Chargee is responsible under Applicable Laws (i) liable for the collection of any of the Rents or for the observance or performance of any of the covenants, terms, conditions or agreements contained in any of the Leases on the part of any party to be observed and performed, (ii) a mortgagee or chargee in possession, or (iii) liable for any action, proceeding, claim, demand, loss, damage, cost, expense of any nature and kind by the Chargor or any other Borrower Entity or Person.

(8) Event of Default. Prior to the occurrence of an Event of Default, the Chargor may demand, receive, collect and apply the Rents, but only as the same fall due and payable according to the terms of each of the Leases, provided that nothing herein shall release, discharge, postpone, amend or otherwise affect the present assignment and security interest granted to the Chargee in and to the Rents and Leases and the immediate attachment thereof and provided further that unless otherwise agreed by the Chargee in advance and in writing, any payment, consideration, compensation or other benefit of any kind which any Borrower Entity is or subsequently becomes entitled to receive relating to or otherwise arising from, directly or indirectly, the full or partial termination, cancellation, amendment, modification or release of any Lease or any Tenant in respect thereof shall be paid by the related Tenant (or related payor) or any Borrower Entity (forthwith upon receipt by it) to and held by the Chargee and may be applied by the Chargee, in its sole discretion, to reduction of the Loan Indebtedness when due or may be held by the Chargee as security for the Obligations without releasing or affecting any of the other obligations and liabilities of the Chargor or any other Borrower Entity under any of the Loan Documents. Upon the occurrence of an Event of Default, the Chargee may immediately deliver a written notice to each Tenant directing it to pay all Rents to the Chargee and such notice shall be good and sufficient authority for so doing. Any payment of Rent to the Chargee after such notice is given to any Tenant shall not constitute a default by such Tenant under its Lease.

(9) Rights of Chargee. Upon the occurrence of an Event of Default, the Chargee, its agents and employees, will have the right to enter the Property for the purpose of demanding, collecting, suing for, recovering, receiving or compromising the Rents, giving receipts therefor, enforcing the Leases and inspecting, protecting, operating and maintaining the Property and without being a chargee or mortgagee in possession. The Chargor hereby authorizes the Chargee to perform all such acts and do all things in connection with any of the foregoing matters or the exercise of any other rights and remedies in respect of the Rents and Leases available hereunder or under any other Loan Document or Applicable Laws, including making of payments to encumbrancers whether prior to, pari passu with or subsequent to this Charge, paying any costs and expenses in connection with such acts and things and any acts by way of enforcement of the covenants and exercising of the rights of the Chargor under or in respect of the Leases or otherwise, as, when and in such manner as the Chargee may determine in its sole discretion, which acts and things may be performed or done in the


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name of the Chargor or in the name of the Chargee, as the Chargee may determine in its sole discretion. Nothing herein shall require the Chargee to collect or recover any of the Rents or to take any action or exercise any remedy or serve any notice upon any Tenant under its Lease upon any default or breach by such Tenant thereunder. The Chargor hereby irrevocably appoints the Chargee as its attorney and agent coupled with an interest and with full power of substitution to exercise any of the rights, powers, authority and discretion granted to the Chargor under each Lease upon the occurrence and during the continuation of an Event of Default. The Chargee shall be liable to account for only such moneys as may actually come into its hands by virtue of this Section. Upon the occurrence of an Event of Default, but subject to the provisions of the other Loan Documents, the Chargee may, after payment of all costs and expenses incurred by or on behalf of the Chargee in exercising any of its rights and remedies hereunder, credit the remainder of the moneys which it may receive in connection with the Property to payment of any amount or amounts due to the Chargee on account of Loan Indebtedness and to payment of any reserves and the manner of the application of such remainder and the item or items to which it shall be credited from time to time by the Chargee shall be in the sole discretion of the Chargee and until such moneys have been so applied or credited same shall be subject to this assignment and all other security held by the Chargee for the Obligations.

(10) Concurrent Remedies. The Chargee may exercise all rights and remedies provided for in this Section, separately and independently of any other rights and remedies provided in any Loan Document and/or under Applicable Laws or concurrently with such other rights and remedies or in such combination or in such order and at such times as it may determine in its sole discretion and will not be required to exhaust any right or remedy before exercising any of its rights and remedies in respect thereof.

Section 11.02 General Security Agreement.

As general and continuing security for the payment and performance to the Chargee of the Obligations, the Chargor hereby grants to the Chargee a first priority security interest in all of its present and after acquired real and personal property of any nature or kind comprising or otherwise relating to the Property (collectively, the "Collateral") together with the right to possess, use or sell the Collateral, in whole or in part, upon an Event of Default, and as further general and continuing security for the payment and performance to the Chargee of the Obligations, the Chargor hereby assigns the Collateral to the Chargee and mortgages and charges the Collateral as and by way of a fixed and specific first priority mortgage and charge to the Chargee, in each case subject only to Permitted Encumbrances. Without limiting the foregoing, the Collateral shall include all right, title and interest that the Chargor now has or may hereafter have or be possessed of, be entitled to or acquire in the Collateral and (whether held individually or jointly with any other Borrower Entity or Person) all replacements of, substitutions for and increases, additions and accessions to any real or personal property comprising the Collateral and all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral. This security interest, assignment, mortgage and charge is in addition to and not in substitution for any other general security agreement and other security granted by the Chargor to the Chargee to secure the Obligations or any part thereof. Without limiting the foregoing, the Collateral shall include, and the security interest shall attach to, all present and after acquired right, title, estate and interest of any unregistered or beneficial owner of the Collateral. The Chargor acknowledges that value has been given and agrees that the security granted hereby will attach when it signs this Charge and has any rights in the Collateral. There is no agreement between the parties hereto, express or implied, to postpone the attachment of the security granted hereby. The Chargor waives all rights to receive from the Chargee a copy of any financing statement, financing change statement or other similar statement or registration (including any renewal statement or change statement) registered or filed at any time under Applicable Laws in respect of any security granted by this Charge or any of the other Loan Documents and all confirmation, verification or other similar statement(s) with respect thereto.


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[signature page follows]


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IN WITNESS WHEREOF the Mortgagor has executed this Mortgage, by the hands of its duly authorized officer or officers effective as of the date first written above.

1445122 ALB

By:

Name:

Title:

By:

Name:

Title:

I/ We have authority to bind the Corporation.


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Schedule "A"

Lands

Municipal Description:

1935 32nd Avenue, Calgary AB

FIRSTLY: PLAN SOUTH AIRWAYS INDUSTRIAL PARK CALGARY 7810077 BLOCK FIFTEEN (15) LOT ONE (1) EXCEPTING THE SOUTH EIGHTY EIGHT AND FOUR HUNDRED AND ONE THOUSANDTHS (88.401) METERS IN PERPENDICULAR WIDTH THROUGHOUT THE SAID LOT CONTAINING 0.846 HECTARES (2.09 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS

SECONDLY: PLAN 8610719 BLOCK 15 LOT 7 EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 0.463 HECTARES (1.14 ACRES) MORE OR LESS


6042196 v2

This is Exhibit “B” referred to in the affidavit of Jean Monardo, sworn (or


&Wes April 25,2021.

(Print Name)

Loan No.: CEW370610

GENERAL ASSIGNMENT OF RENTS AND LEASES(550 -11th Avenue Office Building)

THIS AGREEMENT made as of November 24, 2006 (the "Agreement")

BETWEEN:

550 CAPITAL CORP.(hereinafter called the "Borrower")

OF THE FIRST PART

- and-

COMPUTERSHARE TRUST COMPANY OF CANADA(hereinafter called the "Lender**)

OF THE SECOND PART

WHEREAS:

A. By a charge/mortgage of land (the "Mortgage") dated November 24, 2006, in the original principal sum of520,500,000, the Borrower mongaged and charged the Property to the Lender to secure a loan (the "Loan") by theLender to the Borrower in the original principal amount of the Mortgage and all other Loan Indebtedness (as definedin the Mortgage) (the "Loan Indebtedness").

B. The Borrower has agreed to assign to the Lender all legal and beneficial right, title and interest in and to theRents and Leases together with all benefits, powers and advantages of the Borrower to be derived therefrom,

NOW THEREFORE in consideration of the premises and other good and valuable consideration (thereceipt and sufficiency of which are hereby acknowledged), the parties covenant, acknowledge and agree as follows:

ARTICLE ONE - INTERPRETATION

1.01 Definitions. Unless otherwise defined herein, all capitalized terms and expressions used herein shall havethe same meaning as set out in the Mortgage. The following terms shall have the following meanings: "Leases"means all present and future leases, offers to lease, subleases, concessions, licenses and other contracts andagreements by which the use, enjoyment or occupancy of the Property or any portion thereof is granted (including, ifa hotel, all guest rooms, meeting rooms and any restaurants and other food and beverage facilities), together with allrelated credits, rights, options, claims, causes of action, guarantees, indemnities, security deposits and other security;"Properly" means all legal and beneficial right, title, estate and interest from time to rime in and to the lands andpremises described in the this Agreement (and any schedule thereto), together with all buildings, structures, fixturesand improvements of any nature or kind now or hereafter located on such lands and premises, and all Equipment,Leases, Rents and all other appurtenances thereto; "Rents" means all revenues, receipts, income, credits, deposits,profits, royalties, rents, additional rents, recoveries, accounts receivable and other receivables of any nature and kindwhatsoever arising from or relating to the Property including, if a hotel, all guest rooms, meeting rooms, restaurantsand other food and beverage facilities, vending machines, telephone and television systems, guest laundry and theprovision or sale of any goods or services; and "Tenant" means any lessee, sublessee, licensee or grantee of a rightof occupation under a Lease.

1.02 Construction. In this Agreement: (a) words denoting the singular include the plural and vice versa andwords denoting any gender include all genders; (b) the word "including" shall mean "including, without limitation,"(c) any reference to a statute shall mean the statute in force as at the date hereof, together with all regulationspromulgated thereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time,and any successor statute thereto; (d) any reference to a Lease or any Loan Document, including this Agreement,shall include all amendments, addenda, modifications, extensions, renewals, restatements, supplements or

060532-383004CAl DOCS#15lS282v. I

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replacements thereto from time lo time; (e) reference to the Lender, Borrower, Tenant and any other Person shallinclude their respective heirs, executors, administiators, legal representatives, successors and assigns; (i) all dollaramounts are expressed in Canadian dollars; (g) the division of this Agreement into separate Articles, Sections,Subsections and Schedule(s), and the insertion of headings is for convenience of reference only and shall not affectthe construction or interpretation of this Agreement; (h) the Lender's right to give or withhold any consent orapproval, make any determination or exercise any discretion shall be exercised by the Lender acting reasonablyunless otherwise expressly provided, except that upon an Event of Default, the Lender shall be entitled to exercisesame in its sole and absolute discretion; (i) this Agreement is the result of negotiations between the parties heretoand shall not be construed in favour of or against any party by reason of the extent to which any party or its legalcounsel participated in its preparation; (j) if more than one Person is named as or otherwise becomes or assumes theobligations and liabilities of the Borrower, then all such obligations and liabilities of all such Persons shall be jointand several; (k) time shall be of the essence; and (1) all of the obligations of the Borrower will be deemed to becovenants by the Borrower in favour of the Lender. Where any reference is made in this Agreement to an act to beperformed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or releaseto be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other thanrelating to the constitution or existence of the trust) by or with respect to, a trust, such reference shall be construedand applied for all purposes as if it referred to an act to be performed by, an appointment to be made by, anobligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to betaken by or against or a covenant, representation or warranty (other than relating to the constitution or existence ofthe trust) by or with respect to, the trustee(s) of the trust. The provisions of this Agreement are intended tosupplement and not derogate from the other Loan Documents.

ARTICLE TWO - ASSIGNMENT

2.01 Assignment. As general and continuing security for payment and performance to the Lender of the LoanIndebtedness, and the observance and performance of all other covenants and obligations of the Borrower under theMortgage and other Loan Documents the Borrower hereby assigns, transfers, grants and sets over to the Lender, asand by way of a fixed and specific first priority assignment and security interest, all legal and beneficial right, titleand interest in and to (i) the Rents now or hereafter due and payable with full power and authority to demand,collect, sue for, recover, receive and give receipts for the Rents in the name of the Borrower or the owner from timeto time of the Property or the Lender, as the Lender may determine in its sole discretion, and (ii) the Leases with fullbenefit and advantage thereof including benefit of all covenants and agreements contained in the Leases on the partof the Tenants therein or any guarantor or indemnitor thereof to be observed, performed or kept, including all

proceeds of or from any of the foregoing.

2.02 Continuing Security. This Agreement is given as general and continuing security for the payment andperformance to the Lender of the Loan Indebtedness and the observance and performance of all other covenants andobligations of the Borrower under the Mortgage and the other Loan Documents, and not in substitution for or insatisfaction therefor. There is no agreement between the parties hereto, express or implied, to postpone theattachment of the assignment and security interest created hereby. The terms and conditions of this Agreement shallremain binding and effective on the parties hereto and shall not merge in or be extinguished by any other LoanDocument or any judgment taken against the Borrower or any other person for breach of its obligations under this

Agreement or any other Loan Document.

ARTICLE THREE - REPRESENTATIONS AND COVENANTS

3.0] Representations. The Borrower represents and warrants to the Lender as follows: (i) the Borrower hasgood right, full power and absolute authority to assign the Rents and Leases to the Lender as a first priorityassignment and security interest therein, and has granted no prior assignment, pledge, transfer, mortgage, charge,security interest or other encumbrance in, on or of any of the Rents or Leases; (ii) the Leases are in full force andeffect and are valid and binding obligations of each of the Tenants; (iii) complete copies of each of the Leases havebeen delivered to the Lender; (iv) except as specifically disclosed to the Lender in writing prior to the initial Loanadvance, no Rents have been prepaid (except for security deposits and first and last months' rent paid in accordancewith the piovisions of the applicable Lease), discounted, released, waived, compromised or otherwise discharged;(v) there is no default by any Person now existing under any of the Leases, nor circumstances existing which, withthe giving of notice or lapse of time or both, would constitute such a default; (vi) each Lease (other than a lease orlicence of a residential unit, room or bed) requires the Tenant to attorn and become bound to the Lender as tenant of

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-3-

its premises upon the Lender's request from time to time for the then unexpiied residue of the term of its Lease, andon the terms and conditions of such Lease; (vii) no notice, order or claim has been given or received by or on behalfof the Borrower or any other Person alleging or relating to any default, circumstance or other dispute under anyLease or claiming any rebate, reduction, refund, set-offer other impairment of any of the Rents or relating to anydispute under a Lease; and (viii) all Rents previously and hereafter charged and collected in respect of each Leasehave complied with and shall comply with the Lease and all Applicable Laws. The Borrower shall deliver to theLender, within ten (10) days after the Lender's request from time to time, a true and complete copy of every Leaseand a complete list of the Leases, as certified by the Borrower, setting out the demised premises, the names of theTenants, the rent payable under each of the Leases, the date to which such rents have been paid, the terms of theLeases, the date of occupancy, the dates of expiration, any rent concessions and other inducements granted toTenants, and any renewal options. The Borrower shall promptly deliver to the Lender any notice, order or claimgiven or received by it from time to time in respect of the Rents or any Lease.

3.02 Restrictions on LeasesiandRenewals. Unless otherwise agreed by the Lender in writing, each new Leaseor renewal or extension of an existing Lease shall (i) be a commercially reasonable arm's-length transactionproviding for rental rates and other terms and conditions consistent with then prevailing market rates, terms andconditions; (ii) be written on a standard form of lease or renewal or extension agreement with no materialamendments thereto; (iii) other than a lease or licence of a residential unit, room or bed, provide that in the eventenforcement proceedings are commenced by Lender following an Event of Default, the Tenant shall attorn to theLender and become bound to it as tenant of its premises for the then unexpired residue of the Lease term and uponthe terms and conditions contained in the Lease; (iv) except for renewals or extensions of existing Leases, notpermit the Tenant to "go dark" or otherwise stop operating and, (v) not contain termination rights other than forlandlord default. Unless otherwise agreed by the Lender in writing, the Borrower shall require the Tenant to executeand deliver to the Lender an agreement, in the Lender's form, confirming atlomment referred to in Subsection (iii)concurrently with the execution and delivery of each new Lease and renewal or extension of an existing Lease.

Prior to executing any such new Lease, renewal or extension, the Borrower shall obtain the Lender'swritten approval, acting reasonably, of its material terms, including the minimum rental per square foot, additionalrent, any expense cap, rental escalations, rent credits, abatements and concessions, tenant allowances, landlord'swork, security deposits, term, renewal rights and options. The Lender shall notify the Borrower of its decisionwithin ten (10) business days of receiving the Borrower's written request for approval, failing which the Lendershall be deemed to have given its approval. Provided no Event of Default shall exist, the Lender's approval shallnot be required with respect to any new Lease or renewal or extension of an existing Lease which otherwisecomplies with this Section 3.02 and which either (i) demises less than 5,000 square feet for a term of 10 years or less(inclusive of all extensions and renewal options) or (ii) constitutes a lease or licence of a residential unit, room orbed, provided such Lease, renewal or extension is made in the ordinary course of business in accordance withprudent leasing and management practices and prompt notice thereof is given to the Lender.

3.03 Covenants. The Borrower will not, without the prior written consent of the Lender in its sole discretion:(i) accept or permit payment of the Rents or any part thereof in advance (except for security deposits and first andlast months' rent paid in accordance with the provisions of the applicable Lease; (ii) amend, modify, cancel orterminate any Lease in whole or in part, or accept the surrender of any Lease, or take or omit to take any action orexercise any right or option which would permit the Tenant under any Lease to cancel, terminate or surrender anyLease; (iii) discount, release, waive, compromise or otherwise discharge any Rents payable under a Lease or otherobligations of any Tenant or other person under a Lease; or (iv) further assign, pledge, transfer, charge, mortgage,grant a security interest in, or otherwise encumber all or any part of the Rents or Leases. Provided no Event ofDefault shall exist, the Lender's consent for any action referred to Subsections (ii) and (iii) is not required in respectof any Lease which either (i) demises less than 5,000 square feet for a term of 10 years or less (inclusive of allextensions and renewal options) or (ii) constitutes a lease or license of a residential unit, room or bed, provided ineach such case action is taken in the ordinary course of business in accordance with prudent leasing andmanagement practices and prompt notice thereof is given to the Lender.

3.04 Performance of Obligations. The Borrower shall observe and perform at all times all covenants andagreements contained in the Leases on its part to be observed and performed and shall cause the Tenants under theLeases to observe and perform their respective covenants, obligations and undertakings thereunder. Neither theexecution and delivery of this Agreement nor the collection of the Rents or the exercise of any right, remedy or other

Q60532-3S3004CAL DOCS $1548282v. I

.4-

action or omission by the Lender in respect of any of the Rents or Leases shall make the Lender, its agents,employees or any other person for whom the Lender is in law responsible (i) liable for the collection of any of theRents or for the observance or performance of any of the covenants, terms, conditions or agreements contained inany of the Leases on the part of any party to be observed and performed, (ii) a mortgagee in possession, or (iii) liablefor any action, proceeding, claim, demand, loss, damage, cost, expense of any nature and kind by the Borrower orany other Person.

ARTICLE FOUR - EVENT OF DEFAULT

4.01 Evenl of Default. Prior to an Event of Default, the Borrower may demand, receive, collect and apply theRents, but only as the same fall due and payable according to the terms of each of the Leases, provided that nothingherein shall release, discharge, postpone, amend or otherwise affect the present assignment and security interest inand to the Rents and Leases and the immediate attachment thereof. If any Event of Default occurs, the Lender maydeliver a written notice to any Tenant directing it to pay the Rents to the Lender and such notice shall be good andsufficient authority for so doing. Any payment of Rent made by a Tenant to the Lender after such notice is given tothe Tenant shall not constitute a default under such Tenant's Lease.

4.02 Rights of Lender. Upon an Event of Default, the Lender, its agents and employees, shall have the right toenter the Property for the purpose of demanding, collecting, suing for, recovering, receiving or compromising theRents, giving receipts therefor, enforcing the Leases and inspecting, protecting, operating and maintaining theProperty and without being a chargee or mortgagee in possession. The Borrower hereby authorizes the Lender toperform all such acts and do all things in connection with any of the foregoing matters or the exercise of any otherrights and remedies in respect of the Rents and Leases available hereunder or under any other Loan Document, atlaw or in equity, including making of payments to encumbrancers whether prior or subsequent to the Mortgage,paying any costs and expenses in connection with such acts and things and any acts by way of enforcement of thecovenants and exercising of the rights of the Borrower contained in the Leases or otherwise, as, when and in suchmanner as the Lender may determine in its sole discretion, which acts and things may be performed or done in thename of the Borrower or in the name of the Lender, as the Lender may determine in its sole discretion. Nothingherein shall require the Lender to collect or recover any of the Rents or to take any action or exercise any remedy orserve any notice upon any Tenant under its Lease upon any default or breach by such Tenant thereunder. TheBorrower hereby irrevocably appoints the Lender as its attorney and agent coupled with an interest and with fullpower of substitution to exercise any of the rights, powers, authority and discretion granted to the Borrower underany Lease. The Lender shall be liable to account for only such moneys as may actually come into its hands by virtueof this Agreement. Upon an Event of Default, but subject to the provisions of the other Loan Documents, theLender may, after payment of all costs and expenses incurred by or on behalf of the Lender in exercising any of itsrights and remedies hereunder, credit the remainder of the moneys which it may receive in connection with theProperty to payment of any amount or amounts due to the Lender on account of Loan Indebtedness and to paymentof any reserves and the manner of the application of such remainder and the item or items to which it shall becredited from time to time by the Lender shall be in the sole discretion of the Lender and until such moneys havebeen so applied or credited same shall be subject to this Agreement and all other security held by the Lender for theLoan Indebtedness.

4.03 Concurrent Remedies. The Lender may exercise all rights and remedies provided for in this Agreement,the other Loan Documents or otherwise at law or in equity concurrently or in such combination or order and at suchtimes as it may determine in its sole discretion and will not be required to exhaust any other right or remedy beforedoing so.

ARTICLE FIVE - GENERAL

5.01 No Release. The assignment and security interest in the Rents and Leases and all other rights and benefitsgranted to the Lender hereunder shall remain in full force and effect without regard to, and the obligations of theBorrower and other parlies under the Leases shall not be released, affected or impaired by: (a) any amendment,modification, renewal or replacement of or addition or supplement to, or release or discharge of any of the LoanDocuments or any security held by the Lender for the Loan Indebtedness; (b) any exercise or non-exercise of anyright, remedy, power or privilege under or in respect of any Loan Document or any security held by the Lender forthe Loan Indebtedness; (c) any waiver, consent, extension, indulgence or other action, inaction or omission under orin respect of any Loan Document or any security held by the Lender for the Loan Indebtedness; (d) any default by

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the Borrower or any other Person under, or any invalidity or unenfoiceability of, or any release or other limitation ofthe liability of the Borrower or any other person under, any Loan Document or other security held by the Lender forthe Loan Indebtedness; or (e) any insolvency, bankruptcy, liquidation, reorganization, arrangement, composition,winding-up, dissolution or similar proceeding involving or affecting the Borrower, any Tenant or any other Person.

5.02 Notjge. Any notice, demand or other communication required or permitted to be given or made to theBorrower pursuant to this Agreement may be given or made in any manner permitted or provided by the lawsapplicable thereto, notwithstanding any provision of any other Loan Document to the contrary. Subject to theforegoing, any such notice, demand or communication may be given or made, at the option of the Lender bypersona] delivery, by prepaid ordinary or registered mail (to the address for service of the Borrower set out in theMortgage or to that last known address of the Borrower as shown in the Lender's records) or by facsimiletransmission to the facsimile number of the Borrower set out in the Mortgage or the last known facsimile number ofthe Borrower as shown in the Lender's records. Any demand, notice or communication made or given by personaldelivery shall be conclusively deemed to have been made or given on the day of actual delivery thereof, and if madeor given by registered mail, on the third Business Day following the deposit thereof in the mail, and if made or givenby facsimile transmission, on the first Business Day following the transmittal thereof.

5.03 Sever ability. If any term, covenant, obligation or agreement contained in this Agreement, or theapplication thereof 10 any person or circumstance, shall be invalid or unenforceable to any extent, the remainingprovisions of this Agreement or the application of such term, covenant, obligation or agreement to such otherpersons or circumstances other than those as to which it is held invalid or unenforceable shall not be affectedthereby, and each term, covenant, obligation or agreement contained herein shall be separately valid and enforceableto the fullest extent permitted by law.

5.04 Waiver and Release. The Lender may waive any Event of Default in its sole discretion. No waiver willextend to a subsequent Event of Default, whether or not the same as or similar to the Event of Default waived, andno act or omission by the Lender will extend to, or affect, any subsequent Event of Default or the rights of theLender arising from such Event of Default. Any such waiver must be in writing and signed by the Lender. Nofailure on the part of the Lender or the Borrower to exercise, and no delay by the Lender or the Borrower IDexercising, any right pursuant to this Agreement will operate as a waiver of such right. No single or partial exerciseof any such right will preclude any other or further exercise of such right or the exercise of any other right. Theregistration of a complete and final discharge of the Mortgage against all of the lands subject thereto duly executedby the Lender shall constitute a release of this Agreement and a re-assignment of the Lender's interest in the Rentsand Leases to the Borrower without the need for the execution or registration of any further document or instrument.

5.05 Further Assurances. The Borrower shall from time to time forthwith on the Lender's request do, makeand execute all such financing statements, further assignments, documents, assurances, acts, matters and things asmay be reasonably required by the Lender of or with respect to the Rents or Leases or any part thereof or as may bereasonably required to give effect to this Agreement, and the Borrower hereby constitutes and irrevocably appointsthe Lender as the true and lawful attorney of the Borrower, coupled with an interest and with full power ofsubstitution to do, make and execute all such statements, assignments, documents, assurances, acts, matters or thingswith the right to use the name of the Borrower whenever and wherever it may be deemed necessary or expedient.

5.06 Cove mine Law. This Agreement shall be governed by and interpreted and enforced in accordance withthe laws of the jurisdiction in which the lands and premises subject to the Mortgage are situate and the laws ofCanada applicable therein without application of any principle of conflict of laws which may result in laws otherthan the laws in force in such Province applying to this Agreement; and the Borrower consents to the jurisdiction ofthe courts of such Province and irrevocably agrees that, subject to the Lender's election in its sole discretion, allactions or proceedings arising out of or relating to this Agreement shall be litigated in such courts and the Borrowerunconditionally accepts the non-exclusive jurisdiction of the said courts and waives any defense of forumnon-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with thisAgreement, provided nothing herein shall affect the right to serve process in any other manner permitted by law orshall limit the right of the Lender to bring proceedings against the Borrower or any other Borrower Entity in thecourts of any other jurisdiction.

5.07 Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the partieshereto and their respective heirs, executors, administrators, successors, successors in title and assigns.

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5.08 Counterparts. This Agreement may be executed in several counterparts, each of which when so executedshall be deemed to be an original and which counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement

550 CAPIT

Per:Name: Riaz MairiBaniTitle: President

Per:Name:Title:

I/We have authority to bind the Corporation

COMPUTERSHARE TRUST COMPANY OF CANADA

Per:Name:Title:

Per:Name:Title:

I/We have authority to bind the Corporation

060532-383004CAL DOCS XI548282v. 1

Schedule "A"Lands

PLAN A1 CALGARYBLOCK SIXTY NINE (69)LOTS THIRTY EIGHT (38), THIRTY NINE (39), FORTY (40) AND FORTY ONE (41)EXCEPTING THEREOUT A PORTION AS TO SURFACE ONLY FOR ROAD WIDENING ON PLAN 8310204

MUNICIPALITY: CITY OF CALGARY

060532-383004CAL DOCS tf 1548282v. I

GENERAL ASSIGNMENT OF RENTS AND LEASES


This agreement is made as of January 7, 2013 (the "Agreement") between COMPUTERSHARE TRUST COMPANY OF CANADA (the "Lender") and 1445122 ALBERTA LTD. (the "Borrower").

WHEREAS the Lender has agreed to make a loan (the "Loan") to the Borrower in the original principal amount of $7,000,000 which is secured, inter alia, by a first priority charge/mortgage (the "Mortgage") of the Property (as defined below) which has been registered in the Land Titles office (Alberta) on or about the date hereof.

AND WHEREAS the Borrower has agreed to assign to the Lender all legal and beneficial right, title and interest in and to the Rents and Leases together with all benefits, powers and advantages of the Borrower to be derived therefrom to secure the payment by the Borrower of the Loan Indebtedness (as defined in the Mortgage) and the observance and performance by the Borrower and any unregistered or beneficial owner of the Property of its other covenants and obligations under this Agreement and the other Loan Documents (the Loan Indebtedness, together with such covenants and obligations, collectively, the "Obligations").

NOW THEREFORE in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower hereby covenants and agrees with and in favour of the Lender as follows:

ARTICLE 1- INTERPRETATION

Section 1.01 Definitions. Unless otherwise defined herein, all capitalized terms and expressions used herein shall have

the same meaning as set out in the Mortgage. The following terms shall have the following meanings: "Lands" means the lands and premises described in Schedule "A" attached hereto; "Leases" means, collectively, all present and future leases, agreements to lease, subleases, concessions, licenses and similar agreements by which the use and occupancy of the Property or any part thereof is granted to any Person for any purpose, together with all related credits, rights, options, claims, causes of action, guarantees, indemnities, security deposits and other security relating thereto, and includes all Commercial Leases (including all Material Commercial Leases) and Residential Leases; "Property" means all legal and beneficial right, title, estate and interest from time to time in and to the Lands in fee simple, including any leasehold interest of the Borrower in the Lands, together with all buildings, structures, fixtures and improvements of any nature or kind now or hereafter located on such Lands, and all Equipment, Leases, Rents and all other appurtenances thereto; "Province" means the Province of Alberta; "Rents" means all revenues, receipts, income, credits, deposits, profits, royalties, rents, additional rents, recoveries, accounts receivable and other receivables of any nature and kind whatsoever arising from or relating to the Property or any part thereof, including all amounts payable under any Lease and all amounts arising from or relating to any guest rooms, parking or other facilities and services, meeting rooms, common areas, restaurants or other food and beverage facilities and services, vending machines, telephone, television, cable and internet services, laundry and housekeeping facilities and services, and the provision or sale of any goods or services, and any payment, consideration or compensation of any kind to which any Borrower Entity is or becomes entitled relating to or otherwise arising from, directly or indirectly, the

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full or partial termination, cancellation, amendment, modification or release of any Lease or any Tenant in respect thereof; and "Tenant" means any lessee, sublessee, licensee or grantee of a right of occupation under a Lease and each guarantor, indemnitor or other obligor thereunder or in respect thereof.

Section 1.02 General Provisions.

The provisions of Sections 1.02 and 1.03 of the Mortgage are incorporated in and form part of this Agreement, mutatis mutandis. Without limiting the foregoing, in this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) the word "including" means "including, without limitation," (c) any reference to a statute means the statute in force as at the date hereof, together with all regulations promulgated thereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time, and any successor or replacement statute thereto; (d) any reference to a Lease or any Loan Document, including this Agreement, includes all amendments, addenda, modifications, extensions, renewals, restatements, supplements or replacements thereto from time to time; (e) reference to the Lender, Borrower, any Tenant and any other Person includes their respective heirs, executors, administrators, legal representatives, successors and permitted assigns; (f) all dollar amounts are expressed in Canadian dollars; (g) the division of this Agreement into separate Articles, Sections, Subsections and Schedule(s), and the insertion of headings is for convenience of reference only and does not affect the construction or interpretation of this Agreement; (h) the Lender's right to give or withhold any consent or approval, make any determination or exercise any discretion will be exercised by the Lender acting reasonably (unless otherwise expressly provided herein), except that following an Event of Default and notwithstanding the foregoing and any other provision hereof or Applicable Laws to the contrary, the Lender will be entitled to give, withhold, exercise or make all such rights, determinations or discretions in its sole discretion at all times (even if this Agreement expressly requires the Lender to act reasonably); (i) notwithstanding any other provision of this Agreement or any Applicable Laws to the contrary, the words "sole discretion" mean the giving, withholding, exercising or making of the applicable right, determination or discretion in a manner that is completely and absolutely subjective in all respects and that the Person giving, withholding, exercising or making such right, determination or discretion has no duty or obligation at any time to act objectively or to apply any objective criteria or to conform to any other standard, it being the intention that the exercise of "sole discretion" by any Person will not be subject to any restriction, limitation, challenge or review of any kind whatsoever at any time by any Borrower Entity, any court or any other Person; (j) this Agreement is the result of negotiations between the parties hereto and will not be construed in favour of or against any party by reason of the extent to which any party or its legal counsel participated in its preparation; (k) if more than one Person is named as, or otherwise becomes liable for or assumes the obligations and liabilities of, the Borrower hereunder, then all such obligations and liabilities of all such Persons so named or who subsequently become liable for such obligations and liabilities are joint and several; (1) time is of the essence; (m) all obligations of the Borrower are deemed to be covenants by the Borrower in favour of the Lender; (n) any reference to the knowledge, belief or awareness of the Borrower includes (and is deemed to include) the knowledge, belief and/ or awareness of each Person comprising the Borrower and each Person having any registered, unregistered or beneficial ownership interest in the Property or any part thereof from time to time and their respective directors, officers, partners and employees; (o) where any reference is made in this Agreement to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of the trust) by or with respect to, a trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other

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than relating to the constitution or existence of the trust) by or with respect to, the trustee(s) of the trust; and (p) this Agreement will remain in full force and effect and shall continue to be binding on the Borrower for the benefit of the Lender notwithstanding any extension, renewal or amendment of the Loan and/or the Loan Documents made by the Lender and the Borrower from time to time. The provisions of this Agreement are intended to supplement and not derogate from the other Loan Documents and the existence of additional terms, conditions or provisions (including any rights, remedies, representations and warranties) contained in this Agreement will not be construed as being or deemed to be in conflict with the other Loan Documents. The delivery of this Agreement for registration by direct electronic transmission will have the same effect for all purposes as if this Agreement was in written form signed by the parties hereto and delivered to the Lender.

ARTICLE 2 - ASSIGNMENT

Section 2.01 Assignment.

As general and continuing security for payment and performance to the Lender of the Obligations, the Borrower hereby assigns, transfers, grants and sets over to the Lender, as and by way of a fixed and specific first priority assignment and security interest, all legal and beneficial right, title and interest in and to (i) the Rents now or hereafter due and payable with full power and authority to demand, collect, sue for, recover, receive and give receipts for the Rents in the name of the Borrower or the owner from time to time of the Property or in the name of the Lender, as the Lender may determine in its sole discretion, and (ii) the Leases with full benefit and advantage thereof including the benefit of all covenants and agreements contained in the Leases on the part of the Tenants thereof to be observed, performed or kept, including all proceeds of or from any of the foregoing.

Section 2.02 Continuing Security.

This Agreement is given as general and continuing security for the payment and performance to the Lender of the Obligations, and not in substitution for or in satisfaction therefor. There is no agreement between the parties hereto, express or implied, to postpone the attachment of the assignment and security interest created hereby. The terms and conditions of this Agreement shall remain binding and effective on the parties hereto and will not merge in or be extinguished by any other Loan Document or any judgment taken against the Borrower or any other Borrower Entity or Person for breach of its obligations under this Agreement or any other Loan Document.

ARTICLE 3 - REPRESENTATIONS AND COVENANTS

Section 3.01 Representations. The Borrower represents and warrants to the Lender as follows: (i) the Borrower has the

good right, full power and absolute authority to assign the Rents and Leases to the Lender as a first priority assignment and security interest therein (subject only to Permitted Encumbrances), and has granted no prior assignment, transfer or Lien in, on or of any of the Rents or Leases that remains outstanding from and after the date hereof; (ii) the Leases are in full force and effect and are valid and binding obligations of each of the Tenants thereunder; (iii) complete copies of (A) all Commercial Leases, and (B) all Residential Leases, or if otherwise agreed by the Lender in its sole discretion, the standard form used for each Residential Lease, have been delivered to the Lender; (iv) except as expressly disclosed to the Lender in writing prior to the initial Loan advance, no Rents have been prepaid under any Lease (except for security deposits and first and last months' rent paid in accordance with the provisions of the applicable Lease), discounted, released, waived, compromised or otherwise discharged; (v) there is no default by any Person now existing under any of the Leases, nor circumstances existing which, with the giving of notice or lapse of time or both, would constitute


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any such default; (vi) each Commercial Lease requires the related Tenant to attorn and become bound to the Lender as tenant of its premises upon the Lender's request from time to time for the then unexpired residue of the term of such Commercial Lease and on the terms and conditions of such Commercial Lease; (vii) no notice, order or claim has been given or received by or on behalf of the Borrower or any other Borrower Entity alleging or relating to any default, circumstance or other dispute under any Lease or claiming any rebate, reduction, refund, set-off or other impairment of any of the Rents, or relating to any dispute under a Lease; and (viii) all Rents previously and hereafter charged and collected in respect of each Lease have complied with and will comply with the Lease and with all Applicable Laws. The Borrower will deliver to the Lender, within ten (10) days after the Lender's request from time to time, a true and complete copy of each Lease and a complete list of the Leases, as certified by the Borrower, setting out, in respect of each Lease, the demised premises, the name of the Tenant, the Rents payable and the date to which such Rents have been paid, the key terms of such Lease, the date of occupancy, the date of expiration, any rent concessions and other inducements granted to the Tenants, and any renewal options. The Borrower shall promptly deliver to the Lender any request notice, order or claim of any kind given or received by any Borrower Entity from time to time in respect of any Material Commercial Lease and, with respect to any other Lease, any request, notice, order or claim given or received by any Borrower Entity from time to time relating to any matter or thing which has or could reasonably be expected to have or result in a Material Adverse Effect.

Section 3.02 Restrictions on Leases and Renewals. Each new Lease or any renewal or extension of an existing Lease (other than any extension or

renewal of an existing Lease which is exercised pursuant to, and the terms of which are governed by such existing Lease), (i) must be a commercially reasonable arm's-length transaction made in the ordinary course of business and in accordance with prudent property management and leasing standards and practices, (ii) must provide for rental rates and other terms and conditions consistent with prevailing market rates, terms and conditions, (iii) must be written on a standard form of lease or renewal or extension agreement with no material amendments thereto, (iv) if it is a Commercial Lease, must provide that in the event enforcement proceedings are commenced by Lender following of an Event of Default, the Tenant must attorn to the Lender and become bound to it as tenant of its premises for the then unexpired residue of the term of such Commercial Lease and upon the terms and conditions contained in such Commercial Lease, (v) except for any renewal or extension of an existing Commercial Lease which is exercised pursuant to, and the terms of which are governed by such existing Commercial Lease, must not permit the Tenant under any Commercial Lease to "go dark" or otherwise stop operating its business in the ordinary course from or within its leased premises, and (vi) must not contain termination rights in favour of the Tenant or any other Person (other than the landlord) except for landlord default. Unless otherwise agreed by the Lender in writing, the Borrower will require the Tenant under each Commercial Lease to execute and deliver to the Lender an agreement, in the Lender's form, confirming the attornment referred to in Subsection (iv) concurrently with the execution and delivery of each new Commercial Lease and any renewal or extension of an existing Commercial Lease.

Section 3.03 Lender Right to Consent to Material Commercial Leases The Borrower must obtain the Lender's prior written consent to enter into, renew, or extend

any Material Commercial Lease, which consent will not be unreasonably withheld or delayed by the Lender, provided that such Material Commercial Lease, and any extension or renewal thereof, complies with all requirements of this Agreement and the other Loan Documents governing new Leases and renewals and extensions of existing Leases and provided further that the Lender will be entitled to a minimum of ten (10) Business Days following receipt of the Borrower's written request and all reasonably required supporting documentation to decide whether or not to give or withhold such consent. This provision does not apply to any renewal or extension of an existing Material


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Commercial Lease which is exercised pursuant to, and the terms of which are governed by, such existing Material Commercial Lease. Notwithstanding the foregoing, following the occurrence of an Event of Default, the Borrower must obtain the Lender's prior written consent to enter into, renew or extend any Lease (including each Material Commercial Lease) which consent may be given or withheld by the Lender in its sole discretion.

Section 3.04 Covenants.

Neither the Borrower nor any other Borrower Entity will, without the prior written consent of the Lender in its sole discretion: (i) accept or permit payment of the Rents or any part thereof under any Lease in advance (except for security deposits and first and last months' rent paid in accordance with the provisions of the applicable Lease); (ii) amend, modify, cancel or terminate any Lease in whole or in part, or accept the surrender of any Lease, or take or omit to take any action or exercise any right or option which would permit the Tenant under any Lease to cancel, terminate or surrender any Lease; (iii) discount, release, waive, compromise or otherwise discharge any Rents payable under any Lease or other obligations of any Tenant or other Person under any Lease, or (iv) assign, transfer or grant a Lien in, on or of all or any part of the Rents or Leases. Provided no Event of Default has occurred, the Lender's consent for any action referred to Subsections (ii) and (iii) is not required in respect of any Lease or a renewal or extension thereof (except any such action relating to any Material Commercial Lease or a renewal or extension thereof, which for greater certainty, will require the Lender's prior written consent, in its sole discretion), provided in each case such action is a commercially reasonable arm's length transaction in the ordinary course of business and in accordance with prudent property management and leasing standards and practices, and provided further that prompt written notice thereof is given to the Lender.

Section 3.05 Performance of Obligations.

The Borrower shall observe and perform at all times all covenants and agreements contained in the Leases on the part of the landlord to be observed and performed and shall cause the Tenants under the Leases to observe and perform their respective covenants, obligations and undertakings thereunder. Neither the execution or delivery of this Agreement or the other Loan Documents, nor the collection of the Rents nor the exercise of any right, remedy or other action or omission by the Lender in respect of any of the Rents or Leases shall make any Lender Entity or any other Person for whom the Lender is responsible under Applicable Laws (i) liable for the collection of any of the Rents or for the observance or performance of any of the covenants, terms, conditions or agreements contained in any of the Leases on the part of any party to be observed and performed, (ii) a mortgagee or chargee in possession, or (iii) liable for any action, proceeding, claim, demand, loss, damage, cost, expense of any nature and kind by the Borrower or any other Borrower Entity or Person.

ARTICLE 4 - EVENT OF DEFAULT

Section 4.01 Event of Default.

Prior to the occurrence of an Event of Default, the Borrower may demand, receive, collect and apply the Rents, but only as the same fall due and payable according to the terms of each of the Leases, provided that nothing herein shall release, discharge, postpone, amend or otherwise affect the present assignment and security interest granted to the Lender in and to the Rents and Leases and the immediate attachment thereof and provided further that unless otherwise agreed by the Lender in advance and in writing, any payment, consideration, compensation or other benefit of any kind which any Borrower Entity is or subsequently becomes entitled to receive relating to or otherwise arising from, directly or indirectly, the full or partial termination, cancellation, amendment, modification or release of any Lease or any Tenant in respect thereof shall be paid by the related


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Tenant (or related payor) or any Borrower Entity (forthwith upon receipt by it) to and held by the Lender and may be applied by the Lender, in its sole discretion, to reduction of the Loan Indebtedness when due or may be held by the Lender as security for the Obligations without releasing or affecting any of the other obligations and liabilities of the Borrower or any other Borrower Entity under any of the Loan Documents. Upon the occurrence of an Event of Default, the Lender may immediately deliver a written notice to each Tenant directing it to pay all Rents to the Lender, or as the Lender may direct, and such notice shall be good and sufficient authority for so doing. Any payment of Rent to the Lender, or as the Lender may direct, after such notice is given to any Tenant shall not constitute a default by such Tenant under its Lease.

Section 4.02 Rights of Lender. Upon the occurrence of an Event of Default, the Lender, its agents and employees, will have

the right to enter the Property for the purpose of demanding, collecting, suing for, recovering, receiving or compromising the Rents, giving receipts therefor, enforcing the Leases and inspecting, protecting, operating and maintaining the Property and without being a chargee or mortgagee in possession. The Borrower hereby authorizes the Lender to perform all such acts and do all things in connection with any of the foregoing matters or the exercise of any other rights and remedies in respect of the Rents and Leases available hereunder or under any other Loan Document or Applicable Laws, including making of payments to encumbrancers whether prior to, pari passu with or subsequent to the Mortgage, paying any costs and expenses in connection with such acts and things and any acts by way of enforcement of the covenants and exercising of the rights of the Borrower under or in respect of the Leases or otherwise, as, when and in such manner as the Lender may determine in its sole discretion, which acts and things may be performed or done in the name of the Borrower or in the name of the Lender, as the Lender may determine in its sole discretion. Nothing herein shall require the Lender to collect or recover any of the Rents or to take any action or exercise any remedy or serve any notice upon any Tenant under its Lease upon any default or breach by such Tenant thereunder. The Borrower hereby irrevocably appoints the Lender as its attorney and agent coupled with an interest and with full power of substitution to exercise any of the rights, powers, authority and discretion granted to the Borrower under or in respect of each Lease upon the occurrence and during the continuation of an Event of Default. The Lender shall be liable to account for only such moneys as may actually come into its hands by virtue of this Agreement. Upon the occurrence of an Event of Default, but subject to the provisions of the other Loan Documents, the Lender may, after payment of all costs and expenses incurred by or on behalf of the Lender in exercising any of its rights and remedies hereunder, credit the remainder of the moneys which it may receive in connection with the Property to payment of any amount or amounts due to the Lender on account of Loan Indebtedness and to payment of any reserves and the manner of the application of such remainder and the item or items to which it shall be credited from time to time by the Lender shall be in the sole discretion of the Lender and until such moneys have been so applied or credited same shall be subject to this Agreement and all other security held by the Lender for the Obligations.

Section 4.03 Concurrent Remedies. The Lender may exercise all rights and remedies provided for in this Agreement, the other

Loan Documents or otherwise under Applicable Laws separately, concurrently or in such combination or order and at such times as it may determine in its sole discretion and will not be required to exhaust any other right or remedy before exercising any of its rights and remedies in respect thereof.


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ARTICLE 5 - GENERAL

Section 5.01 No Release.

The assignment and security interest in the Rents and Leases and all other rights and benefits granted to the Lender hereunder shall remain in full force and effect without regard to any of the following matters, and the obligations of the Borrower and other parties under the Leases shall not be released, affected or impaired by: (a) any amendment, modification, renewal or replacement of or addition or supplement to, or release or discharge of any of the Loan Documents or any security held by the Lender as security for any of the Obligations; (b) any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any Loan Document or any security held by the Lender as security for any of the Obligations; (c) any waiver, consent, extension, indulgence or other action, inaction or omission under or in respect of any Loan Document or any security held by the Lender as security for any of the Obligations; (d) any default by the Borrower or any other Borrower Entity or Person under, or any invalidity or unenforceability of, or any release or other limitation of the liability of the Borrower or any other Borrower Entity or Person under, any Loan Document or other security held by the Lender as security for any of the Obligations; or (e) any insolvency, bankruptcy, liquidation, reorganization, arrangement, composition, winding-up, dissolution or similar proceeding involving or affecting the Borrower, any Tenant or any other Borrower Entity or Person, including any change in the constitution of any partnership.

Section 5.02 Notice.

Any notice, demand or other communication required or permitted to be given or made to the Borrower pursuant to this Agreement may be given or made in any manner permitted or provided by the laws applicable thereto, notwithstanding any provision of any other Loan Document to the contrary. Subject to the foregoing, any such notice, demand or communication may be given or made, at the option of the Lender by personal delivery, by prepaid ordinary or registered mail (to the address for service of the Borrower set out in the Mortgage or to that last known address of the Borrower as shown in the Lender's records) or by facsimile transmission to the facsimile number of the Borrower set out in the Mortgage or the last known facsimile number of the Borrower as shown in the Lender's records. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been made or given on the day of actual delivery thereof, and if made or given by registered mail, on the third Business Day following the deposit thereof in the mail, and if made or given by facsimile transmission, on the first Business Day following the transmittal thereof.


If any term, covenant, obligation or agreement contained in this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remaining provisions of this Agreement or the application of such term, covenant, obligation or agreement to such other persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term, covenant, obligation or agreement contained herein shall be separately valid and enforceable to the fullest extent permitted by law.

Section 5.04 Waiver and Release. The Lender may waive any Event of Default in its sole discretion. No waiver will extend to a

subsequent Event of Default, whether or not the same as or similar to the Event of Default waived, and no act or omission by the Lender will extend to, or affect, any subsequent Event of Default or the rights of the Lender arising from such Event of Default. Any such waiver must be in writing and signed by the Lender. No failure on the part of the Lender or the Borrower to exercise, and no delay by the Lender or the Borrower in exercising, any right pursuant to this Agreement will operate as a


6042195 vl

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waiver of such right. No single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right. The registration of a complete and final discharge of the Mortgage against all of the Lands subject thereto duly executed by the Lender shall constitute a release of this Agreement and a re-assignment of the Lender's interest in the Rents and Leases to the Borrower without the need for the execution or registration of any further document or instrument.

Section 5.05 Further Assurances.

The Borrower shall from time to time forthwith on the Lender's request do, make and execute all such financing statements, further assignments, documents, assurances, acts, matters and things as may be reasonably required by the Lender of or with respect to the Rents or Leases or any part thereof or as may be reasonably required to give effect to this Agreement, and the Borrower hereby constitutes and irrevocably appoints the Lender as the true and lawful attorney of the Borrower, coupled with an interest and with full power of substitution to do, make and execute all such statements, assignments, documents, assurances, acts, matters or things with the right to use the name of the Borrower whenever and wherever it may be deemed necessary or expedient.


This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws, other than the laws in force in the Province, applying to this Agreement; and the Borrower consents to the jurisdiction of the courts of the Province and irrevocably agrees that, subject to the Lender's election in its sole discretion to the contrary, all actions or proceedings arising out of or relating to this Agreement shall be litigated in such courts and the Borrower unconditionally accepts and consents to the non-exclusive jurisdiction of the said courts and waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, provided nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Lender to bring any action or proceedings against the Borrower or any other Borrower Entity in the courts of any other jurisdiction.

Section 5.07 Successors and Assigns.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, successors in title and assigns. The Loan, the Loan Indebtedness, the Loan Documents (including this Agreement) or any interest therein may be sold, transferred or assigned by the Lender or any other Person having or acquiring any ownership interest in the Loan from time to time at any time and to any Person as it may determine in its sole discretion without restriction and without notice to or the consent of the Borrower or any other Borrower Entity or Person. The Borrower may not assign it obligation under this Agreement.

Section 5.08 Counterparts.

This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and which counterparts together shall constitute one and the same instrument.

[signature page follows]


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IN WITNESS WHEREOF the Borrower has executed this Agreement under seal as of the date set out first above.

BORROWER:

By: cis

Name:

Title:

We have authority to bind the Corporation


6042195 vl

Schedule "A"

Lands

Municipal Description:

1935 32nd Avenue, Calgary AB

Legal Description:

FIRSTLY: PLAN SOUTH AIRWAYS INDUSTRIAL PARK CALGARY 7810077

• BLOCK FIFTEEN (15) LOT ONE (1) EXCEPTING THE SOUTH EIGHTY EIGHT AND FOUR HUNDRED AND ONE THOUSANDTHS (88.401) METERS IN PERPENDICULAR WIDTH THROUGHOUT THE SAID LOT CONTAINING 0.846 HECTARES (2.09 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS

SECONDLY: PLAN 8610719 BLOCK 15 LOT 7 EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 0.463 HECTARES (1.14 ACRES) MORE OR LESS

6042195 vl

This is Exhibit “C” referred to in the affidavit of Jean Monardo, sworn (or


*(Commissioner for Oaths)

Robert Charles Ruddock, a Commissioner, ete, Province of Ontario, while a Student-at-Law Expires April 25,2021.

(Print Name)

Loan No: CIM370610

GENERAL SECURITY AGREEMENT(550 - lltb Avenue Office Building)

This agreement is made as of November 24, 2006 (the "Agreement") between COMPUTERSHARETRUST COMPANY OF CANADA (the "Secured Party") and 550 CAPITAL CORP., TECHNOLOGYBANK INC. and IRRATIONAL EXUBERANCE CORP. (collectively, the "Debtors" and each, a "Debtor").

WHEREAS the Secured Party has agreed to make a loan (the "Loan") to 550 Capital Corp. (the"Borrower") pursuant to a commitment letter dated November 17, 2006, as amended (the "Commitment Letter")and secured by a first mortgage and charge dated as of November 24, 2006 in the original principal amount of$20,500,000 (the "Mortgage") of certain lands and premises known municipally as 550- 11 ^ Avenue S.W., City ofCalgary, Province of Alberta.

AND WHEREAS the Debtors have agreed to grant to the Secured Party a security interest in and anassignment, mortgage and charge of the Collateral (as defined in Section 2.01) to secure the payment andperformance to the Secured Party of the Loan Indebtedness and the observance and performance of all othercovenants and obligations of the Debtor under this Agreement and the other Loan Documents.

NOW THEREFORE in consideration of the Secured Party making the Loan to the Borrower and for othergood and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties heretoagree as follows:

ARTICLE ONE - INTERPRETATION

1.01 InterpretatiorLand Construction. Unless otherwise defined herein, all capitalized words and expressionsused in this Agreement shall have the same meaning as defined in the Mortgage. In this Agreement, unlesssomething in the subject matter or context is inconsistent therewith, "PPSA" means the Personal Property SecurityAct (Alberta), and the terms "accessions", "account", "chattel paper", "document of title", "equipment", "goods","instrument1', "intangible", "inventory", "money", "proceeds" and "security" whenever used herein have themeanings given to those terms in the PPSA. The provisions of Sections 1.02 and 1.03 of the Mortgage areincorporated in and form part of this Agreement mutatis mutandis. Where any reference is made in this Agreementto an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, adischarge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation orwarranty (other than relating to the constitution or existence of the trust) by or with respect to, a trust, such referenceshall be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to bemade by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit orproceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitutionor existence of the trust) by or with respect to, the trustee(s) of the trust.

ARTICLE TWO - GRANT OF SECURITY INTEREST

2.01 Secur j_t¥L jiiterest. As general and continuing security for the payment and performance of all LoanIndebtedness by the Debtors to the Secured Party and the observance and performance of all other covenants andobligations of the Debtors under this Agreement and the other Loan Documents, each of the Debtors hereby grantsto the Secured Party a first priority security interest in the present and future undertaking and property, both real andpersonal, of such Debtor comprising or otherwise relating to the Property (collectively, the "Collateral"), and asfurther general and continuing security for the payment and performance by the Debtors to the Secured Party of theLoan Indebtedness and the observance and performance of all other covenants and obligations of the Debtors underthis Agreement and the other Loan Documents, each of the Debtors hereby assigns the Collateral to the SecuredParty and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to theSecured Party. Without limiting the generality of the foregoing, the Collateral will include all right, title and interestthat any such Debtor now has or may hereafter have, be possessed of, be entitled to, or acquire in all property of thefollowing kinds comprising or relating to the Property: all debts, accounts, claims and choses in action for monetary

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amounts which are now or which may hereafter become due, owing or accruing due to such Debtor (collectively, the"Receivables"); all machinery, equipment, fixtures, furniture, plant, vehicles, chattels and other tangible personalproperty which are not inventory (collectively, the "Equipment"); all chattel paper; all warehouse receipts, bills oflading and other documents of title, whether negotiable or not; all shares, stock, warrants, bonds, debentures,debenture stock and other securities and all instruments (collectively, the "Securities"); all intangibles not otherwisedescribed in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill, patents,trademarks, copyrights and other intellectual property; all coins or bills or other medium of exchange adopted foruse as part of the currency of Canada or of any foreign government; all books, papers, accounts, invoices,documents and other records in any form evidencing or relating to any of the property described in this Section 2.01and all contracts, securities, instruments and other rights and benefits in respect thereof; all reserves paid to theSecured Party pursuant to the Commitment Letter or any other Loan Document; all title encumbrances and materialagreements relating to the Property or the management or operation thereof and all rights and benefits in respectthereof; all permits, consents, licenses, authorizations and other approvals granted by any Governmental Authorityor utility in respect of the Property and all rights and benefits in respect thereof; all replacements of, substitutions forand increases, additions and accessions to any of the property described in this Section 2.01; and all proceeds of anyCollateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies orcompensates for the loss of or damage to the Collateral; provided that the said security interest, assignment,mortgage and charge will not (i) extend or apply to the last day of the term of any lease or any agreement thereforenow held or hereafter acquired by such Debtor, but should the Secured Party enforce the said security interest,assignment, mortgage and charge, such Debtor will thereafter stand possessed of such last day and must hold it intrust to assign the same to any Person acquiring such term in the course of the enforcement of the said assignmentand mortgage and charge, or (ii) render the Secured Party liable to observe or perform any term, covenant orcondition of any agreement, document or instrument to which such Debtor is a party or by which it is bound.Without limiting the foregoing, the Collateral shall include, and the security interest granted hereby shall attach to,all present and future right, title, estate and interest of any beneficial owner in the Collateral.

2.02 Attachment of Security Interest. Each of the Debtors acknowledges that value has been given and agreesthat the security interest granted hereby will attach when such Debtor signs this Agreement and such Debtor has anyrights in the Collateral. There is no agreement between the parties hereto, express or implied, to postpone theattachment of the assignment and security interest granted hereby. Upon full repayment and performance of theLoan Indebtedness, the Collateral shall be re-assigned to the Debtors at the Debtors' expense.

2.03 No Need for Consent. Each of the Debtors represents to the Secured Party that none of the Collateral inexistence on the date hereof (i) is incapable of being assigned or otherwise secured in favour of the Secured Party inaccordance with the provisions of this Agreement, (ii) is incapable of further assignment or security granted by theSecured Party or by any receiver or receiver and manager after an Event of Default, or (iii) requires the consent ofany third party to the security interest, assignment, mortgage and charge granted hereby, except for any consent thathas already been obtained. Each of the Debtors covenants with the Secured Party that no Collateral will be hereafterobtained or agreed to by such Debtor which is not secured in favour of the Secured Party in accordance with theprovisions hereof or which requires the consent of any third party to any such security.

2.04 Where Consent Required^ If any Collateral cannot be secured in favour of the Secured Party inaccordance with the provisions of this Agreement or requires the consent of any third party to such security, thenwithout limiting the Secured Party's right and remedies arising out of any breach of Section 2.03, the followingprovisions shall apply: (i) the Debtors shall forthwith make reasonable commercial efforts to obtain the consent ofany necessary third party to the security in favour of the Secured Party, and (ii) the Debtors shall hold all benefit tobe derived from such Collateral in trust for the Secured Party as security for payment of the Loan Indebtedness andshall deliver up all such benefit to the Secured Party forthwith and upon demand.

ARTICLE THREE - COVENANTS OF THE DEBTOR

3.01 Covenants. Without limiting other covenants, obligations and liabilities of the Debtors under the LoanDocuments, each of the Debtors covenants with the Secured Party that such Debtor shall: not permit the Collateral tobe affixed to real or personal property so as to become a fixture or accession, other than to the Property; defend theCollateral against all actions, proceedings and claims made by all Persons at any time; except as otherwise permittedby the Mortgage, not Transfer all or any part of the Collateral or create, incur or permit to exist (by operation of lawor otherwise) any Lien on the Collateral or any part thereof (except in favour of die Secured Party as security for the

060532-383004CAI. DOCS #1548136 v. 2

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Loan or as otherwise expressly permitted by the Mortgage); unless the Debtor gives the Secured Party 15 days priorwritten notice, not change its name, the location of its chief executive office and/or the location of the office where itkeeps its records respecting the Receivables; without the prior written consent of the Secured Party in its solediscretion, not move any of the Securities or Equipment from the Property or from any other locations specified inany schedule hereto; pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessedor imposed in respect of the Collateral or any part thereof as and when the same become due and payable, and willdeliver to the Secured Party, when required, the receipts and vouchers establishing such payment; observe andperform all the obligations imposed upon the Debtor by the Collateral (including performance of its obligationsunder any title encumbrance, material agreement, permit and license); maintain the Collateral in good standing andnot do or permit to be done anything that would impair the validity or enforceability thereof, and promptly deliver tothe Secured Party notice of any default by the Debtor pursuant to any of the Collateral upon becoming aware of theoccurrence of such default; pay to the Secured Party forthwith upon demand all Costs (all such Costs will be addedto and form part of the Loan Indebtedness and shall be secured by the Loan Documents); not amend, modify orterminate any title encumbrance, material agreement, permit or license without the prior written consent of theSecured Party; and obtain and maintain, at its own expense, insurance against loss or damage to the Collateral asrequired by Article 5 of the Mortgage.

ARTICLE FOUR - DEALING WITH COLLATERAL

4.01 No Liability for_Lqsg. The Secured Party may perform any of its rights and duties hereunder by orthrough agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning allmatters pertaining to its rights and duties hereunder. In the holding or dealing with any of the Collateral or in theexercise of any right or remedy granted herein, the Secured Party and any nominee on its behalf shall have noliability for, and the Debtors hereby agree to indemnity and save harmless the Secured Party from and against, anyloss, damage, liability, cost or expense of any nature or kind incurred by any of the Debtors or any other Person,

4.02 Notification of Account Debtors. Prior to an Event of Default, the Secured Party may give notice of thisAgreement and the security granted hereby to any account debtors of any of the Debtors or to any other Personliable to any of the Debtors and, after an Event of Default occurs, may give notice to any such account debtors orother Persons to make all further payments to the Secured Party. Whether or not any such notice is given by theSecured Party, the Collateral and all payments or other proceeds thereof received by any of the Debtors fromaccount debtors or from any other Persons liable to any such Debtor (whether before or after any notice is given bythe Secured Party) shall be and remain subject to the security granted hereby and shall be held by such Debtor intrust for the Secured Party and paid over to the Secured Party on request. Nothing herein shall release, discharge,postpone, reassign, amend or otherwise affect the security of the Secured Party in and to the Collateral and theimmediate attachment thereof.

ARTICLE FIVE - REMEDIES

5.01 Remedies. Upon and after an Event of Default, (i) the entire Loan Indebtedness will, at the option of theSecured Party, become immediately due and payable or be subject to immediate performance, as the case may be,without demand, notice, presentment, protest or notice of dishonour, all of which are expressly waived; (ii) thesecurity interest, assignment, mortgage and charge granted hereby will, at the option of the Secured Party in its solediscretion become immediately enforceable; and (iii) in addition to any other right or remedy set out in or availableunder this Agreement, the other Loan Documents and Applicable Laws, the Secured Party will have the rights andremedies set out below, all of which rights and remedies will be enforceable successively, concurrently or both, inthe Secured Party's sole discretion: the Secured Party may appoint, by written instrument, a receiver or receiver andmanager (each herein referred to as the "Receiver") of the Collateral (which term when used in this Section willinclude the whole or any part of the Collateral as the Secured Party shall determine in its sole discretion) and mayremove or replace such Receiver from time to time or may institute proceedings in any court of competentjurisdiction for the appointment of a Receiver of the Collateral (and the term "Secured Party" when used in thisSection will include any Receiver so appointed and the agents, officers and employees of such Receiver); theSecured Party will not be in any way responsible for any misconduct or negligence of any such Receiver; theSecured Party may take possession of the Collateral and require the Debtors or any of them to assemble theCollateral and deliver or make the Collateral available to the Secured Party at such place or places as may bespecified by the Secured Party; the Secured Party may take such steps as it considers desirable to maintain, preserveor protect the Collateral; the Secured Party may carry on or concur in the carrying on of all or any part of the

060532-383004CAL DOCS #1548136 v. 2

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business of any of the Debtors; the Secured Party may enforce any rights of any of the Debtors in respect of theCollateral by any manner permitted by Applicable Laws; the Secured Party may sue any of the Debtors for the LoanIndebtedness or any part of it including any deficiency remaining after any sale or other realization of all or any partof the Collateral; the Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, byprivate tender, by private sale or otherwise either for cash or upon credit upon such terms and conditions as theSecured Party may determine and without notice to the Debtors unless required by Applicable Laws; the SecuredParty may accept the Collateral in satisfaction of the Loan Indebtedness upon written notice to the Debtors of itsintention to do so in the manner required by Applicable Laws; the Secured Party may, for any purpose specifiedherein, borrow money on the security of the Collateral in priority to the security interest, assignment and mortgageand charge granted by this Agreement; the Secured Party may enter upon, occupy and use all or any of the Propertyoccupied by any of the Debtors and use all or any of the Equipment and other personal property of any of theDebtors for such time as the Secured Party requires to facilitate the realization of the Collateral, free of charge, andthe Secured Party will not be liable to any of the Debtors for any neglect in so doing or in respect of any rent,charges, depreciation or damages in connection with such actions; without limiting the liability of the Debtors to payall Costs, the Secured Party may charge on its own behalf and pay to others all reasonable amounts for expensesincurred and for services rendered in connection with the exercise of the rights and remedies of the Secured Partyhereunder, including, without limiting the generality of the foregoing, reasonable legal, Receiver and accountingfees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurredin connection therewith, including interest thereon at the Interest Rate will be added to and form part of the LoanIndebtedness and shall be secured by the Loan Documents; and the Secured Party may discharge or settle, in its solediscretion, any Lien or any action, proceeding or other claim that may exist or be threatened against the Collateral,and in every such case the amounts so paid together with all costs, charges and expenses incurred in connectiontherewith will be added to the Loan Indebtedness and shall be secured by the Loan Documents.

The Secured Party may grant extensions of time, take and perfect or abstain from taking and perfectingsecurity, give up securities, accept compositions or compromises, grant releases and discharges, and release any partof the Collateral or otherwise deal with any of the Debtors, debtors of any of the Debtors, sureties and others andwith the Collateral and other security as the Secured Party sees fit without prejudice to the liability of the Debtors tothe Secured Party or the Secured Party's rights hereunder. The Secured Party will not be liable or responsible forany failure to seize, collect, realize, or obtain payment with respect to the Collateral and is not bound to instituteproceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or paymentwith respect to the Collateral or for the purpose of preserving any rights of the Secured Party, the Debtors or anyother person, in respect of the Collateral. The Secured Party may apply any proceeds of realization of the Collateralto payment of expenses in connection with the preservation and realization of the Collateral as above described andthe Secured Party may apply any balance of such proceeds to payment of the Loan Indebtedness in such order as theSecured Party may determine in its sole discretion.

ARTICLE SIX - GENERAL

6.01 Entire Agreement and Waivers. This Agreement, together with the other Loan Documents, constitutesthe entire agreement between the Secured Party and the Debtors with respect to the subject matter hereof andcancels and supersedes any prior understandings and agreements between the parties with respect thereto. There areno representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied orstatutory, between the Secured Party and the Debtors concerning the subject matter hereof except as expressly setforth in this Agreement or in the other Loan Documents. No amendment to this Agreement will be valid or bindingunless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provisionof this Agreement will be effective or binding unless made in writing and signed by the party purporting to give thesame and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

6.02 Benefit of Agreement andLAsstenrnent. This Agreement will enure to the benefit of and be binding uponthe parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.The rights of the Secured Party under this Agreement may be assigned by the Secured Party without prior notice toor consent of the Debtors. None of the Debtor may assign its obligations under this Agreement.

6.03 Seycrability. If any provision of this Agreement is determined to be invalid or unenforceable in whole orin part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining partof such provision and all other provisions hereof will continue in full force and effect.

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6.04 Notices. Any demand, notice or other communication to be given in connection with this Agreement mustbe given in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission,addressed to the recipient as follows; (i) to the Debtors: c/o Strategic Equities Corp., Suite 400,630 - 8th AvenueS.W., Calgary, Alberta T2P 1G6, Attention: President, Facsimile No.: (403) 770-2289; and (ii) to the SecuredParty: 100 University Avenue, 8th Floor, South Tower, Toronto, Ontario, M5J 2Y1, Attention: Manager, MortgageBacked Securities Department, Facsimile No.: (416) 981-9788, and with a copy to the Secured Party's servicer at:Suite 1202, 111 Richmond Street W., Toronto, Ontario M5H 2G4, Attention: Lynne Moore, Facsimile No.: (416)361-9756, or such other address, individual or facsimile number as any party may designate by notice given to theother in accordance with this Section. Any demand, notice or other communication made or given by personaldelivery will be conclusively deemed to have been made or given on the day of actual delivery thereof, and if givenby registered mail, on the third Business Day following the deposit thereof in the mail, and if given by facsimiletransmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice orother communication knows or reasonably ought to know of any difficulties with the postal system that might affectthe delivery of mail, any such demand, notice or other communication shall not be mailed but must be given bypersonal delivery or by facsimile transmission.

6.05 Additional Continuing Security and Discharge. This Agreement and the security granted hereby are inaddition to and not in substitution for any other security now or hereafter held by the Secured Party and thisAgreement is a continuing agreement and security that will remain in full force and effect until discharged by theSecured Party. None of the Debtors will be discharged from this Agreement or any of its obligations and liabilitiesbereunder except upon full payment to the Secured Party of the Loan Indebtedness in accordance with the provisionsof the Mortgage and a written discharge being given by the Secured Party.

6.06 Further Assurances. Each of the Debtors must do, execute and deliver, or cause to be done, executed anddelivered from time to time and at its sole expense, all such financing statements, further assignments, documents,acts, matters and things as may be reasonably requested by the Secured Party for the purpose of giving effect to thisAgreement, to better evidence and perfect the security granted hereby or for the purpose of establishing compliancewith the representations, warranties and covenants herein contained.

6.07 Power of Attorney. Each of the Debtors hereby irrevocably constitutes and appoints the Secured Party thetrue and lawful attorney of such Debtor, coupled with an interest and with full power of substitution, upon theoccurrence of an Event of Default that is continuing, to do, make and execute all such statements, assignments,documents, acts, matters or things with the right to use the name of the Debtor whenever and wherever the SecuredParty may deem reasonably necessary or expedient and from time to time to exercise all rights and powers and toperform all acts of ownership in respect to the Collateral in accordance with this Agreement.

6.08 Governing Law. This Agreement will be governed by and construed in accordance with the laws of theProvince in which the lands and premises subject to the Mortgage are situate and the laws of Canada applicabletherein without application of any principle of conflict of laws which may result in laws other than the laws in forcein such Province applying to this Agreement; and each of the Debtors consents to the jurisdiction of the courts ofsuch Province and irrevocably agrees that, subject to the Secured Party's election in its sole discretion, all actions orproceedings arising out of or relating to this Agreement shall be litigated in such courts and such Debtorunconditionally accepts the non-exclusive jurisdiction of the said courts and waives any defense of forumnon-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with thisAgreement, provided nothing herein shall affect the right to serve process in any other manner permitted by law orshall limit the right of the Secured Party to bring proceedings against the Debtor or any other Borrower Entity in thecourts of any other jurisdiction.

6.09 Executed Cony. Each of the Debtors acknowledges receipt of a fully executed copy of this Agreement.Each of the Debtors waives all rights to receive from the Secured Party a copy of any financing statement orfinancing change statement registered at any time in respect of this Agreement.

6.10 Counterparts. This agreement may be executed in several counterparts, each of which when so executedshall be deemed to be an original and which counterparts together shall constitute one and the same instrument.

060532-383004

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1N WITNESS WHEREOF the parties have executed this Agreement.

DEBTOR:

November JH, 2006Date of Execution

DEBTOR:

November M , 2006Date of Execution

DEBTOR:

November ,34.2006Date of Execution

SECURED PARTY:

Date of Execution

Name: Riaz MamdaniTitle: President *—-

Per:Name:Tide:

I/We have the authority to bind the Corporation

TECHNOLOGY B.

Per:Name: Riaz MTitle: President

Per:Name:Title:


IRRATIONAL EXUBERANCE CORP.

^rr~---OPer:

Name: RiazMamdaniTitle: President

Per:Name:Title:


COMPUTERSHARE TRUST COMPANY OF CANADA

Per:Name:Title:

Per:Name:Title:

We have authority to bind the Corporation

ADDRESS OF DEBTORS

Location of Chief Executive Office and location of Business Records of the Debtors:

Suite 400,630-8* Avenue S.W., Calgary, Alberta T2P 1G6

c/s

c/s

c/s

c/s

c/s

c/s

c/s

060532-383004

SECURITY AGREEMENT AMENDING AGREEMENT

WHEREAS 550 CAPITAL CORP. (the "Borrovvee) is indebted to COMPUTERSHARE TRUST COMPANY OF CANADA (the "Secured Party") and as security therefor the Secured Party holds, inter alia, a General Security Agreement from the undersigned, TECHNOLOGY BANK INC. (TBI") and IRRATIONAL EXUBERANCE CORP. (IEC") (TBI and IEC being referred to herein as the "Original Beneficial Owners") dated November 24, 2006 (the "Security Agreement") granting the Secured Party a security interest in all present and after acquired personal property, comprising or otherwise relating to 550-11th Avenue SW, Calgary, Alberta (the "Lands") [the "Collateral Assets"];

AND WHEREAS 550 LIMITED PARTNERSHIP, by its general partner, 550 CAPITAL CORP. (the "550 LP") is the successor in interest to the Original Beneficial Owners of the Lands and the Collateral Assets;

AND WHEREAS in accordance with the terms and conditions of an agreement of purchase and sale dated as of January 22, 2018, and pursuant to a transfer of beneficial owner agreement made as of the Effective Date, 550 LP transferred and conveyed an undivided 35% beneficial interest in and to the Lands and the Collateral Assets to 10460010 CANADA INC. (the "Beneficial Transferee");

AND WHEREAS as and from the Effective Date, the Borrower holds title to the Lands and Collateral Assets as nominee and bare trustee for 550 LP, as to an undivided 65% beneficial interest, and the Beneficial Transferee, as to an undivided 35% beneficial interest (the Current Beneficial Owner and the Beneficial Transferee are sometimes collectively hereinafter referred to as the "Beneficial Owners" and individually as "Beneficial Ownee).

IN CONSIDERATION of the sum of ONE ($1.00) DOLLAR and other good and valuable consideration, the receipt of which is hereby acknowledged by the undersigned:

1. 550 LIMITED PARTNERSHIP, by its general partner, 550 CAPITAL CORP. and 10460010 CANADA INC. are hereby added to the definition of "Debtors" and "Debtor" in the Security Agreement.

2. TECHNOLOGY BANK INC. is hereby deleted from the definition of "Debtors" and "Debtor" in the Security Agreement.

3. Notwithstanding any provision to the contraiy in the Security Agreement, any covenants, conditions or obligations of the Beneficial Owners as "Debtors" under the Security Agreement, as between the "Debtors" to one another and as between the "Debtors" to the Secured Party, shall be several and not joint, each Beneficial Owner as to its proportionate beneficial interest in the Lands and Collateral Assets.

4. The undersigned further covenant and agree that this Amending Agreement shall be read and construed with the Security Agreement and the schedules attached thereto and shall be treated as a part thereof and for such purpose and so far as may be necessary to give effect to this Amending Agreement, the Security Agreement and the schedules attached thereto and any other collateral securities delivered by the undersigned to the Secured

00418803v2 #3288635 v2 l 4108692

Party shall be regarded as being hereby amended and the Security Agreement and the schedules attached thereto and the other collateral securities so amended together with all the covenants and conditions thereof shall remain in full force and effect.

5. Each of the parties hereto acknowledges receipt of a true copy of this Agreement.

6. Each of the parties hereto shall, from time to time, promptly take such action and execute and deliver such further documents as may be reasonably necessary or appropriate to give effect to the provisions and the intent of this Agreement.

7. In this Agreement words importing the singular include the plural and vice versa and words importing gender include all genders.

8. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

9. No amendment of this Agreement shall be binding unless in writing and signed by all of the parties.

10. This Agreement and everything contained herein shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

11. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute the same Agreement. The parties hereto agree that the executing of this Agreement by any of the parties hereto may be communicated by electronic transmission, including by facsimile or internet transmission in Portable Document Format (PDF) and all parties agree that such execution will be valid and legal execution of this Agreement.

[signature page follows.'

f71 4!:

00418803v2

13288635 v2 l 4108692

7,7 IN WITNESS WHEREOF the undersigned has executed this Amending Agreement as of the xcday of , 2018 with effect as of the 31st day of January, 2018 (the "Effective Date").

550 CAPITAL CORP.

Riaz M dani, President

I have authority to bind the Corporation.

550 LIMITED PARTNERSHIP, by its general partner, 550 CAPITAL CORP.

Per: Riaz M dani, President


10460010 CANADA INC.

Per: Jeffrey Russell, A.S.0


[Signatures continue on next page.]

00418803v2

#2288635 v2 I 4108692


10460010 CANADA IN

Ate A till I

Jeffre ,IVA.S .0

I have ant erity to bind the Corporation.

Per:

IN WITNESS WHEREOF the undersigned has executed this Amending Agreement as of the 2-4* of _LAI , 2018 with effect as of the 31st day of January, 2018 (the "Effective Date").

550 CAPITAL CORP.

Per: Riaz Mamdani, President


550 LIMITED PARTNERSHIP, by its general partner, 550 CAPITAL

CORP.

Per: Riaz Mamdani, President

[Signatures continue on next page.]

00418803v2

1*3288635 v2 l 4108692

GENERAL SECURITY AGREEMENT


This agreement is made as of January 7, 2013 (the "Agreement") between COMPUTERSHARE TRUST COMPANY OF CANADA (the "Secured Party"), 1445122 ALBERTA LTD. (the "Borrower") and AIRWAYS BUSINESS PLAZA LIMITED PARTNERSHIP (together with Borrower, collectively and individually, the "Debtor").

WHEREAS the Secured Party has agreed to make a loan (the "Loan") in the original principal amount of $7,000,000 to the Borrower pursuant to a commitment letter dated December 18, 2012 (the "Commitment Letter") and secured, inter alia, by a first priority charge/ mortgage (the "Mortgage") of certain lands and premises known municipally as 1935 32nd Avenue, City of Calgary, Province of Alberta (as defined in the Mortgage, the "Property").

AND WHEREAS the Debtor has agreed to grant to the Secured Party a security interest in and an assignment, mortgage and charge of the Collateral (as defined in Section 2.01) to secure the payment by the Borrower to the Secured Party of the Loan Indebtedness and the observance and performance of all of the other covenants and obligations of the Debtor (whether individually or jointly with any other Borrower Entity or Person) to the Secured Party under this Agreement and the other Loan Documents (the Loan Indebtedness, together with such covenants and obligations, collectively, the "Obligations").

NOW THEREFORE in consideration of the Secured Party making the Loan to the Debtor and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Debtor), the Debtor hereby covenants and agrees with and in favour of the Secured Party as follows:

ARTICLE 1 - INTERPRETATION AND CONSTRUCTION


Unless otherwise defined herein, all capitalized words and expressions used in this Agreement will have the same meaning as defined in the Mortgage. In this Agreement, unless something in the subject matter or context is inconsistent therewith, "PPSA" means the Personal Property Security Act (Alberta), and the terms "accession", "account", "chattel paper", "consumer goods", "document of title", "equipment", "goods", "instrument", "intangible", "inventory", "money", "personal property", "proceeds", "security" and "investment property" whenever used herein have the meanings given to those terms in the PPSA; and "Province" means the Province of Alberta. The provisions of Sections 1.02 and 1.03 of the Mortgage are incorporated in and form part of this Agreement mutatis mutandis. If more than one Person is named as or otherwise becomes liable for or assumes the obligations and liabilities of the Debtor hereunder, then the obligations and liabilities of all such Persons so named or who otherwise become liable for the obligations and liabilities of the Debtor will be joint and several.

ARTICLE 2 - GRANT OF SECURITY INTEREST

Section 2.01 Security Interest.

As general and continuing security for the payment and performance by the Debtor to the Secured Party of the Obligations, the Debtor hereby grants to the Secured Party security interest in all

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of its present and after acquired real and personal property of any nature or kind comprising or otherwise relating to the Property (collectively, the "Collateral") in priority to all Liens, and as further general and continuing security for the payment and performance by the Debtor to the Secured Party of the Obligations, the Debtor hereby assigns the Collateral to the Secured Party and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to the Secured Party, in each case subject to Permitted Encumbrances. Without limiting the generality of the foregoing, the Collateral will include all right, title and interest that the Debtor (whether individually or jointly with any other Borrower Entity or Person) now has or may hereafter have, be possessed of, be entitled to, or acquire in all property of the following kinds comprising or relating to the Property: all debts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Debtor, including all monies on deposit in any bank account into which any Rents have been or are currently being deposited from time to time (collectively, the "Receivables"); all machinery, equipment, fixtures, furniture, plant, vehicles, goods, chattels and other tangible personal property which are not inventory (collectively, the "Equipment"); all inventory; all chattel paper; all warehouse receipts, bills of lading and other documents of title, whether negotiable or not; all shares, stock, warrants, bonds, debentures, debenture stock and other securities and all instruments (collectively, the "Securities"); all investment property; all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill, patents, trademarks, copyrights and other intellectual property (collectively, "Intellectual Property"); all money, coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government; all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 2.01 and all contracts, securities, investment property, instruments and other rights and benefits in respect thereof; all reserves paid to or held by the Secured Party pursuant to any of the Loan Documents; all Permitted Encumbrances and material agreements relating to the Property or the management or operation thereof and all rights and benefits in respect thereof; all permits, consents, licenses, authorizations and other approvals granted by any Governmental Authority or utility in respect of the Property and all rights and benefits in respect thereof; all replacements of, substitutions for and increases, additions and accessions to any of the property described in this Section 2.01; and all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided that the said security interest, assignment, mortgage and charge will not (i) extend or apply to the last day of the term of any lease or any agreement to lease now held or hereafter acquired by the Debtor, as lessee, but the Debtor will stand possessed of such last day and hold it in trust for the Secured Party, and if the Secured Party enforces such security interest, assignment, mortgage and charge in respect of such lease or agreement, and such Debtor will assign same to any Person acquiring such lease or agreement to lease in the course of the enforcement and as directed by the Secured Party; (ii) extend or apply to consumer goods or, unless the Secured Party otherwise elects at any time in writing and in its sole discretion, the shares of any unlimited company or unlimited liability corporation, or (iii) render the Secured Party liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which the Debtor is a party or by which it is bound. Without limiting the foregoing, the Collateral will include, and the security interest granted hereby will attach to, all present and future right, title, estate and interest of any beneficial or unregistered owner in the Collateral.

Section 2.02 Attachment of Security Interest.

The Debtor acknowledges that value has been given and agrees that the security interest granted hereby will attach when it signs this Agreement and it has any rights in the Collateral. There is no agreement between the parties hereto, express or implied, to postpone the attachment of the assignment and security interest granted hereby. Upon full repayment and performance of the Obligations, the Collateral will be re-assigned to the Debtor at the Debtor's expense.


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Section 2.03 No Need for Consent.

The Debtor represents to the Secured Party that none of the Collateral in existence on the date hereof (i) is incapable of being assigned or otherwise secured in favour of the Secured Party in accordance with the provisions of this Agreement, (ii) is incapable of further assignment or security granted by the Secured Party or by any receiver or receiver and manager after the occurrence of an Event of Default, or (iii) requires the consent of any third party to the security interest, assignment, mortgage and charge granted hereby, except for any consent that has already been obtained. The Debtor covenants with the Secured Party that no Collateral will be hereafter obtained, acquired or agreed to by the Debtor which is not secured in favour of the Secured Party in accordance with the provisions hereof or which requires the consent of any third party to any such security.

Section 2.04 Where Consent Required.

If any Collateral cannot be secured in favour of the Secured Party in accordance with the provisions of this Agreement or requires the consent of any third party to the granting of such security, then without limiting the Secured Party's other rights and remedies under the Loan Documents, the following provisions will apply: (i) the Debtor will forthwith make reasonable commercial efforts to obtain the consent of any necessary third party to the security in favour of the Secured Party, and (ii) the Debtor will hold all benefit to be derived from such Collateral in trust for the Secured Party as security for payment and performance of the Obligations and will deliver up all such benefit to the Secured Party forthwith and upon demand.

ARTICLE 3 - COVENANTS OF THE DEBTOR


Without limiting other covenants, obligations and liabilities of the Debtor (whether individually or jointly with any other Borrower Entity or Person) under the Loan Documents, the Debtor covenants with the Secured Party that it will: not permit the Collateral to be affixed to real or personal property so as to become a fixture or accession, other than to the Property; defend the Collateral against all actions, proceedings and claims made by all Persons at any time; except as otherwise expressly permitted by the Mortgage, not Transfer all or any part of the Collateral or create, incur or permit to exist (by operation of law or otherwise) any Lien on the Collateral or any part thereof (except in favour of the Secured Party as security for the Loan or as otherwise expressly permitted by the Mortgage); unless it gives the Secured Party 15 days prior written notice, not change its name, the location of its chief executive office and/or the location of the office where it keeps its records respecting the Receivables; without the prior written consent of the Secured Party in its sole discretion, not move any of the Securities or Equipment from the Property or from any other locations specified in any schedule hereto; pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same become due and payable, and will deliver to the Secured Party, when required, the receipts and vouchers establishing such payment; observe and perform all the obligations imposed upon it by the Collateral (including performance of its obligations under any Permitted Encumbrance, material agreement, permit and license); maintain the Collateral in good standing and not do or permit to be done anything that would impair the validity or enforceability thereof, and promptly deliver to the Secured Party notice of any default by the Debtor pursuant to any of the Collateral upon becoming aware of the occurrence of such default; pay to the Secured Party forthwith upon demand all Costs (all such Costs will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents); not amend, modify or terminate any Permitted Encumbrance, material agreement, permit or license without the prior written consent of the Secured Party; and obtain and maintain, at its own expense, insurance against loss or damage to the Collateral as required by the Mortgage.

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At the request of the Secured Party, the Debtor will take all action that the Secured Party deems advisable to cause the Secured Party to have control over any securities or other investment property that are now or at any time become Collateral, including (i) causing such Collateral to be transferred to or registered in the name of the Secured Party or its nominee or otherwise as the Secured Party may direct, (ii) endorsing any such Collateral to the Secured Party or in blank by an effective endorsement, (iii) delivering such Collateral to the Secured Party or someone on its behalf as the Secured Party may direct (iv) delivering to the Secured Party any and all consents or other documents or agreements which may be necessary to effect the transfer of any such Collateral to the Secured Party or any third party and (v) entering into control agreements with the Secured Party and the applicable securities intermediary or issuer in respect of any such Collateral in form and substance satisfactory to the Secured Party.

ARTICLE 4 - DEALING WITH COLLATERAL

Section 4.01 No Liability for Loss.

The Secured Party may perform any of its rights and duties hereunder by or through agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its rights and duties hereunder. In the holding or dealing with any of the Collateral or in the exercise of any right or remedy granted herein, the Secured Party and any nominee on its behalf will have no liability for, and the Debtor hereby agrees to indemnify and save harmless each Lender Entity from and against, any loss, damage, liability, cost or expense of any nature or kind incurred by such Lender Entity with respect to such Collateral.

Section 4.02 Notification of Account Debtors.

Upon and following the occurrence of an Event of Default, the Secured Party may give notice of this Agreement and the security granted hereby to any account debtors of the Debtor or to any other Person liable to the Debtor to make all further payments to the Secured Party or as the Secured Party may direct. Upon receipt of such notice, each such account debtors and other Persons liable to the Debtor are hereby irrevocably authorized and directed to make such payments to the Secured Party or as it may direct. Whether or not any such notice is given by the Secured Party, the Collateral and all payments or other proceeds thereof received by the Debtor from account debtors or from any other Persons liable to the Debtor (whether before or after any notice is given by the Secured Party) will be and remain subject to the security granted hereby and will be held by the Debtor in trust for the Secured Party and paid over to the Secured Party on request. Nothing herein will release, discharge, postpone, reassign, amend or otherwise affect the security of the Secured Party in and to the Collateral and the immediate attachment thereof.

ARTICLE 5 - REMEDIES

Section 5.01 Remedies.

Upon and following the occurrence of an Event of Default, (i) the entire Loan Indebtedness will, at the option of the Secured Party in its sole discretion, become immediately due and payable to the Secured Party, without demand, notice, presentment, protest or notice of dishonour, all of which are expressly waived; (ii) the security interest, assignment, mortgage and charge granted hereby will, at the option of the Secured Party in its sole discretion become immediately enforceable; and (iii) in addition to any other right or remedy set out in or available under this Agreement, the other Loan Documents and Applicable Laws, the Secured Party will have the rights and remedies set out below, all of which rights and remedies will be enforceable successively, concurrently or both, in the Secured Party's sole discretion: the Secured Party may appoint, by written instrument, a receiver, manager or receiver and manager (each herein referred to as the "Receiver") of the Collateral (which term when

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used in this Section will include the whole or any part of the Collateral as the Secured Party will determine in its sole discretion) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral (and the term "Secured Party" when used in this Section will include any Receiver so appointed and the agents, officers and employees of such Receiver); the Secured Party will not be in any way responsible for any misconduct or negligence of any such Receiver; the Secured Party may exercise any of the rights and remedies permitted by Applicable Laws, including all rights and remedies of a secured creditor under the PPSA; the Secured Party may take possession of the Collateral by entry onto any premises where such Collateral may be located or by any other method permitted by Applicable Laws, and may require the Debtor to assemble the Collateral and deliver or make the Collateral available to the Secured Party at such place or places as may be specified by the Secured Party; the Secured Party may take such steps as it considers desirable to maintain, preserve or protect the Collateral; the Secured Party may carry on or concur in the carrying on of all or any part of the business of the Debtor; the Secured Party may enforce any rights of the Debtor in respect of the Collateral by any manner permitted by Applicable Laws; the Secured Party may sue the Debtor for the payment and performance of the Debtor's Obligations; the Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, by private tender, by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Secured Party may determine and without notice to the Debtor unless required by Applicable Laws; the Secured Party, in its sole discretion, may accept the Collateral in satisfaction of the Obligations upon written notice to the Debtor of its intention to do so in the manner required by Applicable Laws; the Secured Party may, for any purpose specified herein, borrow money on the security of the Collateral in priority to the security interest, assignment and mortgage and charge granted by this Agreement; the Secured Party may enter upon, occupy and use all or any of the Property occupied by the Debtor and use all or any of the Equipment and other personal property of the Debtor for such time as the Secured Party requires to facilitate the realization of the Collateral, free of charge, and the Secured Party will not be liable to the Debtor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such actions; without limiting the liability of the Debtor to pay all Costs, the Secured Party may charge on its own behalf and pay to others all reasonable amounts for expenses incurred and for services rendered in connection with the exercise of the rights and remedies of the Secured Party hereunder, including, without limiting the generality of the foregoing, legal fees and disbursements (on a full indemnity or solicitor and own client basis, as applicable), and any Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at the Interest Rate will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents; and the Secured Party may discharge or settle, in its sole discretion, any Lien or any action, proceeding or other claim that may exist or be threatened against the Collateral, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith will be added to the Loan Indebtedness and will be secured by the Loan Documents.

The Secured Party may grant extensions of time, take and perfect or abstain from taking and perfecting security, give up securities, accept compositions or compromises, grant releases and discharges, and release any part of the Collateral or otherwise deal with the Debtor, debtors of the Debtor, sureties and others and with the Collateral and other security as the Secured Party sees fit without prejudice to the liability of the Debtor to the Secured Party or the Secured Party's rights hereunder. The Secured Party will not be liable or responsible for any failure to seize, collect, realize, or obtain payment with respect to the Collateral and is not bound to institute proceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or payment with respect to the Collateral or for the purpose of preserving any rights of the Secured Party, the Debtor or any other person, in respect of the Collateral. The Secured Party may apply any proceeds of realization of the Collateral to payment of expenses in connection with the preservation and

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realization of the Collateral as above described and the Secured Party may apply any balance of such proceeds to payment of the Obligations in such order as the Secured Party may determine in its sole discretion.

ARTICLE 6 - GENERAL

Section 6.01 Entire Agreement and Waivers.

This Agreement, together with the other Loan Documents, constitutes the entire agreement between the Secured Party and the Debtor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Secured Party and the Debtor concerning the subject matter hereof except as expressly set forth in this Agreement or in the other Loan Documents. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

Section 6.02 Benefit of Agreement and Assignment.

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, executors, administrators, heirs, successors and assigns. The Loan, the Loan Indebtedness, the Loan Documents (including this Agreement) or any interest therein may be sold, transferred or assigned by the Secured Party or any other Person having or acquiring any ownership interest in the Loan from time to time at any time and to any Person as it may determine in its sole discretion without restriction and without notice to or the consent of the Debtor or any other Borrower Entity or Person. The Debtor may not assign any of its rights and obligations under this Agreement.


If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Section 6.04 Notices.

Any demand, notice or other communication to be given to the Debtor in connection with this Agreement must be given in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission, addressed to the Debtor as follows: c/o Strategic Group, 400, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6, Attention: Nooreen Kurji, Facsimile No.: (403) 770-2289, or such other address, individual or facsimile number as the Debtor may designate by written notice given to the Secured Party. Any demand, notice or other communication made or given by personal delivery will be conclusively deemed to have been made or given on the day of actual delivery thereof, and if given by registered mail, on the third Business Day following the deposit thereof in the mail, and if given by facsimile transmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication will not be mailed but must be given by personal delivery or by facsimile transmission.

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Section 6.05 Additional Continuing Security and Discharge.

This Agreement and the security granted hereby are in addition to and not in substitution for any other security now or hereafter held by the Secured Party and this Agreement is a continuing agreement and security that will remain in full force and effect until discharged by the Secured Party. The Debtor will not be discharged from this Agreement or any of its obligations and liabilities hereunder except upon full payment and performance by the Debtor to the Secured Party of the Obligations in accordance with the provisions of the Loan Documents and a written discharge being executed and delivered by the Secured Party.

Without limiting the foregoing, the Debtor hereby irrevocably consents to any extension, renewal or amendment of the Loan and/or any of the Loan Documents made by the Secured Party and the Borrower from time to time and acknowledges and agrees that this Agreement will remain in full force and effect and will continue to apply and be binding on it for the benefit of the Secured Party, notwithstanding any such extension, renewal or amendment.


The Debtor must do, execute and deliver, or cause to be done, executed and delivered from time to time and at its sole expense, all such financing statements, further assignments, documents, acts, matters and things as may be reasonably requested by the Secured Party for the purpose of giving effect to this Agreement, to better evidence and perfect the security granted hereby or for the purpose of establishing compliance with the representations, warranties and covenants herein contained.


The Debtor hereby irrevocably constitutes and appoints the Secured Party the true and lawful attorney of the Debtor, coupled with an interest and with full power of substitution, upon the occurrence of an Event of Default that is continuing, to do, make and execute all such statements, assignments, documents, acts, matters or things with the right to use the name of the Debtor whenever and wherever the Secured Party may deem reasonably necessary or expedient and from time to time to exercise all rights and powers and to perform all acts of ownership in respect to the Collateral in accordance with this Agreement.


This Agreement will be governed by and construed in accordance with the laws of the Province and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws, other than the laws in force in the Province, applying to this Agreement. The Debtor consents to the jurisdiction of the courts of the Province and irrevocably agrees that, subject to the Secured Party's election in its sole discretion to the contrary, all actions or proceedings arising out of or relating to this Agreement may be litigated in such courts and unconditionally accepts and consents the non-exclusive jurisdiction of the said courts and waives any defense of forum non -conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, provided nothing herein will affect the right to serve process in any other manner permitted by law or will limit the right of the Secured Party to bring proceedings against the Debtor or any other Borrower Entity in the courts of any other jurisdiction.

Section 6.09 Executed Copy/Waiver.

The Debtor acknowledges receipt of a fully executed copy of this Agreement. The Debtor waives all rights to receive from the Secured Party a copy of any financing statement, financing change statement or other similar statement or registration (including any renewal statement or change statement) registered or filed at any time under the PPSA in respect of this Agreement or any


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of the other Loan Documents and all confirmation, verification or other similar statement(s) with respect thereto.


This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and which counterparts together will constitute one and the same instrument.

[Remainder of page intentionally left blank]


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IN WITNESS WHEREOF the Debtor has executed this Agreement.

AIRWAYS BUSINESS PLAZA CAPITAL CORP., as DEBTOR: general partner for and on behalf of AIRWAYS

BUSINESS PLAZA LIMITED PARTNERSHIP

By:

By: c/s

Name: Title:

I/We have the authority to bind the Partnership

DEBTOR: 1445122 ALBERTA LTD.

By:

By: c/ s

Name: Title:


ADDRESS OF DEBTOR

Location of Chief Executive Office and location of Business Records of the Debtor

400, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6


GENERAL SECURITY AGREEMENT (Centre 1000)

This agreement is made as of May 30, 2012 (the "Agreement") between COMPUTERSHARE TRUST COMPANY OF CANADA (the "Secured Party"), CENTRE 1000 CAPITAL CORP. (the "Borrower") and CENTRE 1000 LIMITED PARTNERSHIP (together with the Borrower, collectively and individually, the "Debtor").

WHEREAS the Secured Party has agreed to make a loan (the "Loan") in the original principal amount of $12,250,000 to the Borrower pursuant to a commitment letter dated May 11, 2012 (the "Commitment Letter") and secured, inter alia, by a first priority charge/mortgage (the "Mortgage") of certain lands and premises known municipally as 1000 Centre Street NE, City of Calgary, Province of Alberta (as defined in the Mortgage, the "Property").



ARTICLE 1 - INTERPRETATION AND CONSTRUCTION

Section 1.01 Interpretation and Construction. Unless otherwise defined herein, all capitalized words and expressions used in this

Agreement will have the same meaning as defined in the Mortgage. In this Agreement, unless something in the subject matter or context is inconsistent therewith, "PPSA" means the Personal Property Security Act (Alberta), and the terms "accession", "account", "chattel paper", "consumer goods", "document of title", "equipment", "goods", "instrument", "intangible", "inventory", "money", "personal property", "proceeds", "security" and "investment property" whenever used herein have the meanings given to those terms in the PPSA; and "Province" means the Province of Alberta. The provisions of Sections 1.02 and 1.03 of the Mortgage are incorporated in and form part of this Agreement mutatis mutandis. If more than one Person is named as or otherwise becomes liable for or assumes the obligations and liabilities of the Debtor hereunder, then the obligations and liabilities of all such Persons so named or who otherwise become liable for the obligations and liabilities of the Debtor will be joint and several.


Section 2.01 Security Interest. As general and continuing security for the payment and performance by the Debtor to the

Secured Party of the Obligations, the Debtor hereby grants to the Secured Party a first priority security interest in all of its present and after acquired personal property of any nature or kind

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comprising or otherwise relating to the Property (collectively, the "Collateral"), and as further general and continuing security for the payment and performance by the Debtor to the Secured Party of the Obligations, the Debtor hereby assigns the Collateral to the Secured Party and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to the Secured Party, in each case subject to Permitted Encumbrances. Without limiting the generality of the foregoing, the Collateral will include all right, title and interest that the Debtor (whether individually or jointly with any other Borrower Entity or Person) now has or may hereafter have, be possessed of, be entitled to, or acquire in all property of the following kinds comprising or relating to the Property: all debts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Debtor, including all monies on deposit in any bank account into which any Rents have been or are currently being deposited from time to time (collectively, the "Receivables"); all machinery, equipment, fixtures, furniture, plant, vehicles, goods, chattels and other tangible personal property which are not inventory (collectively, the "Equipment"); all inventory; all chattel paper; all warehouse receipts, bills of lading and other documents of title, whether negotiable or not; all shares, stock, warrants, bonds, debentures, debenture stock and other securities and all instruments (collectively, the "Securities"); all investment property; all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill, patents, trademarks, copyrights and other intellectual property (collectively, "Intellectual Property"); all money, coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government; all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 2.01 and all contracts, securities, investment property, instruments and other rights and benefits in respect thereof; all reserves paid to or held by the Secured Party pursuant to any of the Loan Documents; all Permitted Encumbrances and material agreements relating to the Property or the management or operation thereof and all rights and benefits in respect thereof; all permits, consents, licenses, authorizations and other approvals granted by any Governmental Authority or utility in respect of the Property and all rights and benefits in respect thereof; all replacements of, substitutions for and increases, additions and accessions to any of the property described in this Section 2.01; and all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided that the said security interest, assignment, mortgage and charge will not (i) extend or apply to the last day of the term of any lease or any agreement to lease now held or hereafter acquired by the Debtor, as lessee, but the Debtor will stand possessed of such last day and hold it in trust for the Debtor, and if the Debtor enforces such security interest, assignment, mortgage and charge in respect of such lease or agreement, and assign same to any Person acquiring such lease or agreement to lease in the course of the enforcement and as directed by the Secured Party; (ii) extend or apply to consumer goods or, unless the Secured Party otherwise elects at any time in writing and in its sole discretion, the shares of any unlimited company or unlimited liability corporation, or (iii) render the Secured Party liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which the Debtor is a party or by which it is bound. Without limiting the foregoing, the Collateral will include, and the security interest granted hereby will attach to, all present and future right, title, estate and interest of any beneficial or unregistered owner in the Collateral.



Centre 1000 - GSA

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Without limiting other covenants, obligations and liabilities of the Debtor (whether individually or jointly with any other Borrower Entity or Person) under the Loan Documents, the Debtor covenants with the Secured Party that it will: not permit the Collateral to be affixed to real or personal property so as to become a fixture or accession, other than to the Property; defend the Collateral against all actions, proceedings and claims made by all Persons at any time; except as otherwise expressly permitted by the Mortgage, not Transfer all or any part of the Collateral or create, incur or permit to exist (by operation of law or otherwise) any Lien on the Collateral or any part thereof (except in favour of the Secured Party as security for the Loan or as otherwise expressly permitted by the Mortgage); unless it gives the Secured Party 15 days prior written notice, not change its name, the location of its chief executive office and/ or the location of the office where it keeps its records respecting the Receivables; without the prior written consent of the Secured Party in its sole discretion, not move any of the Securities or Equipment from the Property or from any other locations specified in any schedule hereto; pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same become due and payable, and will deliver to the Secured Party, when required, the receipts and vouchers establishing such payment; observe and perform all the obligations imposed upon it by the Collateral (including performance of its obligations under any Permitted Encumbrance, material agreement, permit and license); maintain the Collateral in good standing and not do or permit to be done anything that would impair the validity or enforceability thereof, and promptly deliver to the Secured Party notice of any default by the Debtor pursuant to any of the Collateral upon becoming aware of the occurrence of such default; pay to the Secured Party forthwith upon demand all Costs (all such Costs will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents); not amend, modify or terminate any Permitted Encumbrance, material agreement, permit or license without the prior written consent of the Secured Party; and obtain and maintain, at its own expense, insurance against loss or damage to the Collateral as required by the Mortgage.

Centre 1000 - GSA

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Centre 1000 - GSA

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used in this Section will include the whole or any part of the Collateral as the Secured Party will determine in its sole discretion) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral (and the term "Secured Party" when used in this Section will include any Receiver , so appointed and the agents, officers and employees of such Receiver); the Secured Party will not be in any way responsible for any misconduct or negligence of any such Receiver; the Secured Party may exercise any of the rights and remedies permitted by Applicable Laws, including all rights and remedies of a secured creditor under the PPSA; the Secured Party may take possession of the Collateral by entry onto any premises where such Collateral may be located or by any other method permitted by Applicable Laws, and may require the Debtor to assemble the Collateral and deliver or make the Collateral available to the Secured Party at such place or places as may be specified by the Secured Party; the Secured Party may take such steps as it considers desirable to maintain, preserve or protect the Collateral; the Secured Party may carry on or concur in the carrying on of all or any part of the business of the Debtor; the Secured Party may enforce any rights of the Debtor in respect of the Collateral by any manner permitted by Applicable Laws; the Secured Party may sue the Debtor for the payment and performance of the Debtor's Obligations; the Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, by private tender, by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Secured Party may determine and without notice to the Debtor unless required by Applicable Laws; the Secured Party, in its sole discretion, may accept the Collateral in satisfaction of the Obligations upon written notice to the Debtor of its intention to do so in the manner required by Applicable Laws; the Secured Party may, for any purpose specified herein, borrow money on the security of the Collateral in priority to the security interest, assignment and mortgage and charge granted by this Agreement; the Secured Party may enter upon, occupy and use all or any of the Property occupied by the Debtor and use all or any of the Equipment and other personal property of the Debtor for such time as the Secured Party requires to facilitate the realization of the Collateral, free of charge, and the Secured Party will not be liable to the Debtor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such actions; without limiting the liability of the Debtor to pay all Costs, the Secured Party may charge on its own behalf and pay to others all reasonable amounts for expenses incurred and for services rendered in connection with the exercise of the rights and remedies of the Secured Party hereunder, including, without limiting the generality of the foregoing, legal fees and disbursements (on a full indemnity or solicitor and own client basis, as applicable), and any Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at the Interest Rate will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents; and the Secured Party may discharge or settle, in its sole discretion, any Lien or any action, proceeding or other claim that may exist or be threatened against the Collateral, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith will be added to the Loan Indebtedness and will be secured by the Loan Documents.


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ARTICLE 6 - GENERAL




This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, executors, administrators, heirs, successors and assigns. The Loan, the Loan Indebtedness, the Loan Documents (including this Agreement) or any interest therein may be sold, transferred or assigned by the Secured Party or any other Person having or acquiring any ownership interest in the Loan from time to time at any time and to any Person as it may determine in its sole discretion without restriction and without notice to or the consent of the Debtor or any other Borrower Entity or Person. The Debtor may not assign its obligations under this Agreement.




Any demand, notice or other communication to be given to the Debtor in connection with this Agreement must be given in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission, addressed to the Debtor as follows: 4th Floor, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6, Attention: Nooreen Kurji, Facsimile No.: 403-770-2289, or such other address, individual or facsimile number as the Debtor may designate by written notice given to the Secured Party. Any demand, notice or other communication made or given by personal delivery will be conclusively deemed to have been made or given on the day of actual delivery thereof, and if given by registered mail, on the third Business Day following the deposit thereof in the mail, and if given by facsimile transmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication will not be mailed but must be given by personal delivery or by facsimile transmission.

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Without limiting the foregoing, the Debtor hereby irrevocably consents to any extension, renewal or amendment of the Loan and/ or any of the Loan Documents made by the Secured Party and the Borrower from time to time and acknowledges and agrees that this Agreement will remain in full force and effect and will continue to apply and be binding on it for the benefit of the Secured Party, notwithstanding any such extension, renewal or amendment.






This Agreement will be governed by and construed in accordance with the laws of the Province and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws, other than the laws in force in the Province, applying to this Agreement. The Debtor consents to the jurisdiction of the courts of the Province and irrevocably agrees that, subject to the Secured Party's election in its sole discretion to the contrary, all actions or proceedings arising out of or relating to this Agreement will be litigated in such courts and unconditionally accepts and consents the non-exclusive jurisdiction of the said courts and waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, provided nothing herein will affect the right to serve process in any other manner permitted by law or will limit the right of the Secured Party to bring proceedings against the Debtor or any other Borrower Entity in the courts of any other jurisdiction.



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This agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and which counterparts together will constitute one and the same instrument.


Centre 1000 - GSA

5953784 v2

CENTRE 1000 C

By:

Title:

.AlleL1111101." 4101.11M

4 Se cve r16


DEBTOR: CENTRE 1000 CAPITAL CORP., as general partner for and on behalf of CENTRE 1000 LIMITED PARTNERSHIP

By:

Name: Title:

invo 2_ cul44-1

(Cte,ett cr ec.fte-

By: c/s

Name: Title: I/We have the authority to bind the Corporation

By: c/s

Name: Title: I/We have the authority to bind the Corporation

ADDRESS OF DEBTOR


4th Floor, 630 - 8th Avenue S.W., Calgary, Alberta, T2P 1G6

Centre 1000 - GSA 5953784 v2

GENERAL SECURITY AGREEMENT

(Deerfoot Court)

This agreement is made as of December 17, 2012 (the "Agreement") between COMPUTERSHARE TRUST COMPANY OF CANADA (the "Secured Party"), DEERFOOT COURT (2011) CAPITAL CORP. (the "Borrower") and DEERFOOT COURT (2011) LIMITED PARTNERSHIP (together with Borrower, collectively and individually, the "Debtor").

WHEREAS the Secured Party has agreed to make a loan (the "Loan") in the original principal amount of $10,500,000 to the Borrower pursuant to a commitment letter dated November 29, 2012 (the "Commitment Letter") and secured, inter alia, by a first priority charge/mortgage (the "Mortgage") of certain lands and premises known municipally as 1144 - 29th Avenue NE, City of Calgary, Province of Alberta (as defined in the Mortgage, the "Property").



ARTICLE 1- INTERPRETATION AND CONSTRUCTION


Unless otherwise defined herein, all capitalized words and expressions used in this Agreement will have the same meaning as defined in the Mortgage. In this Agreement, unless something in the subject matter or context is inconsistent therewith, "PPSA" means the Personal Property Security Act (Alberta), and the terms "accession", "account", "chattel paper", "consumer goods", "document of title", "equipment", "goods", "instrument", "intangible", "inventory", "money", "personal property", "proceeds", "security" and "investment property" whenever used herein have the meanings given to those terms in the PPSA; and "Province" means the Province of Alberta. The provisions of Sections 1.02 and 1.03 of the Mortgage are incorporated in and form part of this Agreement mutatis mutandis. If more than one Person is named as or otherwise becomes liable for or assumes the obligations and liabilities of the Debtor hereunder, then the obligations and liabilities, of all such Persons so named or who otherwise become liable for the obligations and liabilities of the Debtor will be joint and several.


Section 2.01 Security Interest.

As general and continuing security for the payment and performance by the Debtor to the Secured Party of the Obligations, the Debtor hereby grants to the Secured Party security interest in all

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of its present and after acquired real and personal property of any nature or kind comprising or otherwise relating to the Property (collectively, the "Collateral") in priority to all Liens, and as further general and continuing security for the payment and performance by the Debtor to the Secured Party of the Obligations, the Debtor hereby assigns the Collateral to the Secured Party and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to the Secured Party, in each case subject to Permitted Encumbrances. Without limiting the generality of the foregoing, the Collateral will include all right, title and interest that the Debtor (whether individually or jointly with any other Borrower Entity or Person) now has or may hereafter have, be possessed of, be entitled to, or acquire in all property of the following kinds comprising or relating to the Property: all debts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Debtor, including all monies on deposit in any bank account into which any Rents have been or are currently being deposited from time to time (collectively, the "Receivables"); all machinery, equipment, fixtures, furniture, plant, vehicles, goods, chattels and other tangible personal property which are not inventory (collectively, the "Equipment"); all inventory; all chattel paper; all warehouse receipts, bills of lading and other documents of title, whether negotiable or not; all shares, stock, warrants, bonds, debentures, debenture stock and other securities and all instruments (collectively, the "Securities"); all investment property; all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill, patents, trademarks, copyrights and other intellectual property (collectively, "Intellectual Property"); all money, coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government; all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 2.01 and all contracts, securities, investment property, instruments and other rights and benefits in respect thereof; all reserves paid to or held by the Secured Party pursuant to any of the Loan Documents; all Permitted Encumbrances and material agreements relating to the Property or the management or operation thereof and all rights and benefits in respect thereof; all permits, consents, licenses, authorizations and other approvals granted by any Governmental Authority or utility in respect of the Property and all rights and benefits in respect thereof; all replacements of, substitutions for and increases, additions and accessions to any of the property described in this Section 2.01; and all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided that the said security interest, assignment, mortgage and charge will not (i) extend or apply to the last day of the term of any lease or any agreement to lease now held or hereafter acquired by the Debtor, as lessee, but the Debtor will stand possessed of such last day and hold it in trust for the Secured Party, and if the Secured Party enforces such security interest, assignment, mortgage and charge in respect of such lease or agreement, and such Debtor will assign same to any Person acquiring such lease or agreement to lease in the course of the enforcement and as directed by the Secured Party; (ii) extend or apply to consumer goods or, unless the Secured Party otherwise elects at any time in writing and in its sole discretion, the shares of any unlimited company or unlimited liability corporation, or (iii) render the Secured Party liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which the Debtor is a party or by which it is bound. Without limiting the foregoing, the Collateral will include, and the security interest granted hereby will attach to, all present and future right, title, estate and interest of any beneficial or unregistered owner in the Collateral.




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Without limiting other covenants, obligations and liabilities of the Debtor (whether individually or jointly with any other Borrower Entity or Person) under the Loan Documents, the Debtor covenants with the Secured Party that it will: not permit the Collateral to be affixed to real or personal property so as to become a fixture or accession, other than to the Property; defend the Collateral against all actions, proceedings and claims made by all Persons at any time; except as otherwise expressly permitted by the Mortgage, not Transfer all or any part of the Collateral or create, incur or permit to exist (by operation of law or otherwise) any Lien on the Collateral or any part thereof (except in favour of the Secured Party as security for the Loan or as otherwise expressly permitted by the Mortgage); unless it gives the Secured Party 15 days prior written notice, not change its name, the location of its chief executive office and/or the location of the office where it keeps its records respecting the Receivables; without the prior written consent of the Secured Party in its sole discretion, not move any of the Securities or Equipment from the Property or from any other locations specified in any schedule hereto; pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same become due and payable, and will deliver to the Secured Party, when required, the receipts and vouchers establishing such payment; observe and perform all the obligations imposed upon it by the Collateral (including performance of its obligations under any Permitted Encumbrance, material agreement, permit and license); maintain the Collateral in good standing and not do or permit to be done anything that would impair the validity or enforceability thereof, and promptly deliver to the Secured Party notice of any default by the Debtor pursuant to any of the Collateral upon becoming aware of the occurrence of such default; pay to the Secured Party forthwith upon demand all Costs (all such Costs will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents); not amend, modify or terminate any Permitted Encumbrance, material agreement, permit or license without the prior written consent of the Secured Party; and obtain and maintain, at its own expense, insurance against loss or damage to the Collateral as required by the Mortgage.


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Deerfoot Court - GSA 6037753 vi

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used in this Section will include the whole or any part of the Collateral as the Secured Party will determine in its sole discretion) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral (and the term "Secured Party" when used in this Section will include any Receiver so appointed and the agents, officers and employees of such Receiver); the Secured Party will not be in any way responsible for any misconduct or negligence of any such Receiver; the Secured Party may exercise any of the rights and remedies permitted by Applicable Laws, including all rights and remedies of a secured creditor under the PPSA; the Secured Party may take possession of the Collateral by entry onto any premises where such Collateral may be located or by any other method permitted by Applicable Laws, and may require the Debtor to assemble the Collateral and deliver or make the Collateral available to the Secured Party at such place or places as may be specified by the Secured Party; the Secured Party may take such steps as it considers desirable to maintain, preserve or protect the Collateral; the Secured Party may carry on or concur in the carrying on of all or any part of the business of the Debtor; the Secured Party may enforce any rights of the Debtor in respect of the Collateral by any manner permitted by Applicable Laws; the Secured Party may sue the Debtor for the payment and performance of the Debtor's Obligations; the Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, by private tender, by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Secured Party may determine and without notice to the Debtor unless required by Applicable Laws; the Secured Party, in its sole discretion, may accept the Collateral in satisfaction of the Obligations upon written notice to the Debtor of its intention to do so in the manner required by Applicable Laws; the Secured Party may, for any purpose specified herein, borrow money on the security of the Collateral in priority to the security interest, assignment and mortgage and charge granted by this Agreement; the Secured Party may enter upon, occupy and use all or any of the Property occupied by the Debtor and use all or any of the Equipment and other personal property of the Debtor for such time as the Secured Party requires to facilitate the realization of the Collateral, free of charge, and the Secured Party will not be liable to the Debtor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such actions; without limiting the liability of the Debtor to pay all Costs, the Secured Party may charge on its own behalf and pay to others all reasonable amounts for expenses incurred and for services rendered in connection with the exercise of the rights and remedies of the Secured Party hereunder, including, without limiting the generality of the foregoing, legal fees and disbursements (on a full indemnity or solicitor and own client basis, as applicable), and any Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at the Interest Rate will be added to and form part of the Loan Indebtedness and will be secured by the Loan Documents; and the Secured Party may discharge or settle, in its sole discretion, any Lien or any action, proceeding or other claim that may exist or be threatened against the Collateral, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith will be added to the Loan Indebtedness and will be secured by the Loan Documents.



- 6 -


ARTICLE 6 - GENERAL




This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, executors, administrators, heirs, successors and assigns. The Loan, the Loan Indebtedness, the Loan Documents (including this Agreement) or any interest therein may be sold, transferred or assigned by the Secured Party or any other Person having or acquiring any ownership interest in the Loan from time to time at any time and to any Person as it may determine in its sole discretion without restriction and without notice to or the consent of the Debtor or any other Borrower Entity or Person. The Debtor may not assign its obligations under this Agreement.




Any demand, notice or other communication to be given to the Debtor in connection with this Agreement must be given in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission, addressed to the Debtor as follows: c/o Strategic Group, 400, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6, Attention: Nooreen Kurji, Facsimile No.: (403) 770-2289, or such other address, individual or facsimile number as the Debtor may designate by written notice given to the Secured Party. Any demand, notice or other communication made or given by personal delivery will be conclusively deemed to have been made or given on the day of actual delivery thereof, and if given by registered mail, on the third Business Day following the deposit thereof in the mail, and if given by facsimile transmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication will not be mailed but must be given by personal delivery or by facsimile transmission.


- 7 -



Without limiting the foregoing, the Debtor hereby irrevocably consents to any extension, renewal or amendment of the Loan and/or any of the Loan Documents made by the Secured Party and the Borrower from time to time and acknowledges and agrees that this Agreement will remain in full force and effect and will continue to apply and be binding on it for the benefit of the Secured Party, notwithstanding any such extension, renewal or amendment.






This Agreement will be governed by and construed in accordance with the laws of the Province and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws, other than the laws in force in the Province, applying to this Agreement. The Debtor consents to the jurisdiction of the courts of the Province and irrevocably agrees that, subject to the Secured Party's election in its sole discretion to the contrary, all actions or proceedings arising out of or relating to this Agreement will be litigated in such courts and unconditionally accepts and consents the non-exclusive jurisdiction of the said courts and waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, provided nothing herein will affect the right to serve process in any other manner permitted by law or will limit the right of the Secured Party to bring proceedings against the Debtor or any other Borrower Entity in the courts of any other jurisdiction.




- 8 -



This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and which counterparts together will constitute one and the same instrument.



DEBTOR: DEERFOOT COURT (2011) CAPITAL CORP.

By:

Name: Title:

QQ0,3 PculncickA,\

By:

--ev-etcAtt„1- Cu:KA


DEERFOOT COURT (2011) CAPITAL CORP., as DEBTOR: general partner for and on behalf of DEERFOOT

Name: -7)

&_k Title: c,i_tscAeAp t\ ou,1

By: Name: Title:

I/We have the authority to bind the Partnership

Name: Title:


ADDRESS OF DEBTOR


400, 630-8th Avenue S.W., Calgary, Alberta, T2P 1G6

Deerfoot Court - GSA

COURT FILE NUMBER 1901-17453 COURT COURT OF QUEEN’S … · Calgary, AB Computershare $12,250,000...

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Transcript of COURT FILE NUMBER 1901-17453 COURT COURT OF QUEEN’S … · Calgary, AB Computershare $12,250,000...